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                                                                     Exhibit 4.1

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                              PRESTIGE BRANDS, INC.

                    9 1/4% SENIOR SUBORDINATED NOTES DUE 2012

                                   ----------

                                    INDENTURE

                            Dated as of April 6, 2004

                                   ----------

                         U.S. BANK NATIONAL ASSOCIATION,
                                   as Trustee


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                                TABLE OF CONTENTS

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                                                                                                    PAGE
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ARTICLE 1.    DEFINITIONS AND INCORPORATION BY REFERENCE..............................................1

     Section 1.01.   Definitions......................................................................1

     Section 1.02.   Other Definitions...............................................................27

     Section 1.03.   Incorporation by Reference of Trust Indenture Act...............................28

     Section 1.04.   Rules of Construction...........................................................28

ARTICLE 2.    THE NOTES..............................................................................29

     Section 2.01.   Form and Dating.................................................................29

     Section 2.02.   Execution and Authentication....................................................30

     Section 2.03.   Registrar and Paying Agent......................................................30

     Section 2.04.   Paying Agent to Hold Money in Trust.............................................31

     Section 2.05.   Holder Lists....................................................................31

     Section 2.06.   Transfer and Exchange...........................................................31

     Section 2.07.   Replacement Notes...............................................................42

     Section 2.08.   Outstanding Notes...............................................................42

     Section 2.09.   Treasury Notes..................................................................43

     Section 2.10.   Temporary Notes.................................................................43

     Section 2.11.   Cancellation....................................................................43

     Section 2.12.   Payment of Interest; Defaulted Interest.........................................43

     Section 2.13.   CUSIP or ISIN Numbers...........................................................43

     Section 2.14.   Special Interest................................................................44

     Section 2.15.   Issuance of Additional Notes....................................................44

     Section 2.16.   Record Date.....................................................................44

ARTICLE 3.    REDEMPTION AND PREPAYMENT..............................................................44

     Section 3.01.   Notices to Trustee..............................................................44

     Section 3.02.   Selection of Notes to Be Redeemed...............................................45

     Section 3.03.   Notice of Redemption............................................................45

     Section 3.04.   Effect of Notice of Redemption..................................................46

     Section 3.05.   Deposit of Redemption Price.....................................................46

     Section 3.06.   Notes Redeemed in Part..........................................................46

     Section 3.07.   Optional Redemption.............................................................46

     Section 3.08.   Mandatory Redemption............................................................47

     Section 3.09.   Offer To Purchase...............................................................47

ARTICLE 4.    COVENANTS..............................................................................49

     Section 4.01.   Payment of Notes................................................................49
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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                                                                                                    PAGE
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     Section 4.02.   Maintenance of Office or Agency.................................................49

     Section 4.03.   Reports.........................................................................50

     Section 4.04.   Compliance Certificate..........................................................50

     Section 4.05.   Taxes...........................................................................50

     Section 4.06.   Stay, Extension and Usury Laws..................................................51

     Section 4.07.   Corporate Existence.............................................................51

     Section 4.08.   Payments for Consent............................................................51

     Section 4.09.   Incurrence of Additional Debt...................................................51

     Section 4.10.   Restricted Payments.............................................................54

     Section 4.11.   Liens...........................................................................57

     Section 4.12.   Asset Sales.....................................................................57

     Section 4.13.   Restrictions on Distributions from Restricted Subsidiaries......................59

     Section 4.14.   Affiliate Transactions..........................................................60

     Section 4.15.   Issuance or Sale of Capital Stock of Restricted Subsidiaries....................62

     Section 4.16.   Limitation on Layered Debt......................................................62

     Section 4.17.   Designation of Restricted and Unrestricted Subsidiaries.........................62

     Section 4.18.   Repurchase at the Option of Holders Upon a Change of Control....................64

     Section 4.19.   Future Guarantors...............................................................64

ARTICLE 5.    SUCCESSORS.............................................................................64

     Section 5.01.   Merger, Consolidation and Sale of Assets........................................65

     Section 5.02.   Successor Corporation Substituted...............................................66

ARTICLE 6.    DEFAULTS AND REMEDIES..................................................................66

     Section 6.01.   Events of Default...............................................................66

     Section 6.02.   Acceleration....................................................................68

     Section 6.03.   Other Remedies..................................................................68

     Section 6.04.   Waiver of Defaults..............................................................68

     Section 6.05.   Control by Majority.............................................................69

     Section 6.06.   Limitation on Suits.............................................................69

     Section 6.07.   Rights of Holders to Receive Payment............................................69

     Section 6.08.   Collection Suit by Trustee......................................................69

     Section 6.09.   Trustee May File Proofs of Claim................................................69

     Section 6.10.   Priorities......................................................................70

     Section 6.11.   Undertaking for Costs...........................................................70

ARTICLE 7.    TRUSTEE................................................................................70
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                                TABLE OF CONTENTS
                                   (CONTINUED)

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     Section 7.01.   Duties of Trustee...............................................................70

     Section 7.02.   Rights of Trustee...............................................................71

     Section 7.03.   Individual Rights of Trustee....................................................72

     Section 7.04.   Trustee's Disclaimer............................................................72

     Section 7.05.   Notice of Defaults..............................................................72

     Section 7.06.   Reports by Trustee to Holders...................................................72

     Section 7.07.   Compensation and Indemnity......................................................73

     Section 7.08.   Replacement of Trustee..........................................................73

     Section 7.09.   Successor Trustee by Merger, etc................................................74

     Section 7.10.   Eligibility; Disqualification...................................................74

     Section 7.11.   Preferential Collection of Claims Against Company...............................75

ARTICLE 8.    LEGAL DEFEASANCE AND COVENANT DEFEASANCE...............................................75

     Section 8.01.   Option to Effect Legal Defeasance or Covenant Defeasance........................75

     Section 8.02.   Legal Defeasance and Discharge .................................................75

     Section 8.03.   Covenant Defeasance ............................................................75

     Section 8.04.   Conditions to Legal or Covenant Defeasance .....................................76

     Section 8.05.   Deposited Cash and U.S. Government Obligations to be Held in Trust;
                     Other Miscellaneous Provisions..................................................77

     Section 8.06.   Repayment to Company............................................................77

     Section 8.07.   Reinstatement...................................................................77

ARTICLE 9.    AMENDMENT, SUPPLEMENT AND WAIVER.......................................................78

     Section 9.01.   Without Consent of Holders of Notes.............................................78

     Section 9.02.   With Consent of Holders of Notes................................................78

     Section 9.03.   Compliance with Trust Indenture Act.............................................80

     Section 9.04.   Revocation and Effect of Consents...............................................80

     Section 9.05.   Notation on or Exchange of Notes................................................80

     Section 9.06.   Trustee to Sign Amendments, etc.................................................80

ARTICLE 10.   GUARANTEES.............................................................................80

     Section 10.01.  Guarantee.......................................................................80

     Section 10.02.  Limitation on Guarantor Liability...............................................82

     Section 10.03.  Execution and Delivery of Guarantee.............................................82

     Section 10.04.  Guarantors May Consolidate, etc., on Certain Terms..............................83

     Section 10.05.  Releases Following Merger, Consolidation or Sale of Assets, Etc. ...............83

ARTICLE 11.   SATISFACTION AND DISCHARGE.............................................................83

     Section 11.01.  Satisfaction and Discharge......................................................84
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                                TABLE OF CONTENTS
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     Section 11.02.  Deposited Cash and U.S. Government Obligations to be Held in Trust;
                     Other Miscellaneous Provisions..................................................84

     Section 11.03.  Repayment to Company............................................................84

ARTICLE 12.   SUBORDINATION..........................................................................85

     Section 12.01.  Agreement to Subordinate........................................................85

     Section 12.02.  Liquidation, Dissolution, Bankruptcy............................................85

     Section 12.03.  Default on Senior Debt..........................................................85

     Section 12.04.  Acceleration of Payment of Securities...........................................86

     Section 12.05.  When Distribution Must Be Paid Over.............................................86

     Section 12.06.  Subrogation.....................................................................86

     Section 12.07.  Relative Rights.................................................................87

     Section 12.08.  Subordination May Not Be Impaired by Company....................................87

     Section 12.09.  Rights of Trustee and Paying Agent..............................................87

     Section 12.10.  Distribution or Notice to Representative........................................87

     Section 12.11.  Article 12 Not to Prevent Events of Default or Limit Right to Accelerate........87

     Section 12.12.  Trust Moneys Not Subordinated...................................................87

     Section 12.13.  Trustee Entitled to Rely........................................................88

     Section 12.14.  Trustee to Effectuate Subordination.............................................88

     Section 12.15.  Trustee Not Fiduciary for Holders of Senior Debt................................88

     Section 12.16.  Reliance by Holders of Senior Debt on Subordination Provisions..................88

ARTICLE 13.   MISCELLANEOUS..........................................................................88

     Section 13.01.  Trust Indenture Act Controls....................................................88

     Section 13.02.  Notices.........................................................................89

     Section 13.03.  Communication by Holders of Notes with Other Holders of Notes...................90

     Section 13.04.  Certificate and Opinion as to Conditions Precedent..............................90

     Section 13.05.  Statements Required in Certificate or Opinion...................................90

     Section 13.06.  Rules by Trustee and Agents.....................................................90

     Section 13.07.  No Personal Liability of Directors, Officers, Employees and Stockholders........90

     Section 13.08.  Governing Law...................................................................91

     Section 13.09.  No Adverse Interpretation of Other Agreements...................................91

     Section 13.10.  Successors......................................................................91

     Section 13.11.  Severability....................................................................91

     Section 13.12.  Counterpart Originals...........................................................91
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                                   (CONTINUED)

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     Section 13.13.  Table of Contents, Headings, etc................................................91

     Section 13.14.  Qualification of this Indenture.................................................91
</Table>

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                              CROSS-REFERENCE TABLE

<Table>
<Caption>
  TIA SECTION                                                                                      INDENTURE
   REFERENCE                                                                                       SECTION
<S>                                                                                                <C>
310(a)(1)...................................................................................       7.10
(a)(2)......................................................................................       7.10
(a)(3)......................................................................................       N.A.
(a)(4)......................................................................................       N.A.
(a)(5)......................................................................................       7.10
(b).........................................................................................       7.08, 7.10
(c).........................................................................................       N.A.
311(a)......................................................................................       7.11
(b).........................................................................................       7.11
(c).........................................................................................       N.A.
312(a)......................................................................................       2.05
(b).........................................................................................       12.03
(c).........................................................................................       12.03
313(a)......................................................................................       7.06
(b)(1)......................................................................................       N.A.
(b)(2)......................................................................................       7.06, 7.07
(c).........................................................................................       7.06, 12.02
(d).........................................................................................       7.06
314(a)......................................................................................       4.03, 4.04, 12.02
(b).........................................................................................       N.A.
(c)(1)......................................................................................       12.04
(c)(2)......................................................................................       12.04
(c)(3)......................................................................................       N.A.
(d).........................................................................................       N.A.
(e).........................................................................................       12.05
315(a)......................................................................................       7.01
(b).........................................................................................       7.05, 12.02
(c).........................................................................................       7.01
(d).........................................................................................       7.01
(e).........................................................................................       6.11
316(a) (last sentence)......................................................................       2.09
(a)(1)(A)...................................................................................       6.05
(a)(1)(B)...................................................................................       6.04
(a)(2)......................................................................................       N.A.
(b).........................................................................................       6.07
317(a)(1)...................................................................................       6.08
(a)(2)......................................................................................       6.09
(b).........................................................................................       2.04
318(a)......................................................................................       12.01
</Table>

N.A. means Not Applicable.

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.
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          This INDENTURE, dated as of April 6, 2004, is by and among Prestige
Brands, Inc., a Delaware corporation, each Guarantor listed on the signature
pages hereto, and U.S. Bank National Association, as trustee (the "TRUSTEE").

          The Company, each Guarantor and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 9 1/4% Senior Subordinated Notes due 2012 (the "NOTES") issued under this
Indenture:

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     DEFINITIONS.

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

          "144A GLOBAL NOTE" means a Global Note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with and registered in the name of the Depositary or its nominee issued in a
denomination equal to the outstanding principal amount of the Notes sold for
initial resale in reliance on Rule 144A.

          "ACQUIRED DEBT" means Debt of a Person outstanding on the date on
which such Person becomes a Restricted Subsidiary (including by way or merger,
consolidation or amalgamation) or assumed in connection with the acquisition of
assets from such Person.

          "ADDITIONAL ASSETS" means:

          (a) any Property (other than cash, Cash Equivalents and securities) to
be owned by the Parent, the Company or any of their respective Restricted
Subsidiaries and used in a Permitted Business; or

          (b) Capital Stock of a Person that becomes a Restricted Subsidiary as
a result of the acquisition of such Capital Stock by the Parent or a Restricted
Subsidiary from any Person other than the Parent, the Company or a Subsidiary of
the Parent; PROVIDED, HOWEVER, that such Restricted Subsidiary is primarily
engaged in a Permitted Business.

          "ADDITIONAL NOTES" means any Notes (other than Initial Notes, Exchange
Notes and Notes issued under Sections 2.06, 2.07, 2.10 and 3.06 hereof) issued
under this Indenture in accordance with Sections 2.02, 2.15 and 4.09 hereof, as
part of the same series as the Initial Notes or as an additional series.

          "AFFILIATE" of any specified Person means:

          (a) any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person, or

          (b) any other Person who is a director or officer of:

          (1) such specified Person,

          (2) any Subsidiary of such specified Person, or

          (3) any Person described in clause (a) above.

          For the purposes of this definition, "control," when used with respect
to any Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership

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of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. For purposes of
Section 4.12 and Section 4.14 and the definition of "Additional Assets" only,
"Affiliate" shall also mean any beneficial owner of shares representing 10% or
more of the total voting power of the Voting Stock (on a fully diluted basis) of
the Parent or of rights or warrants to purchase such Voting Stock and any Person
who would be an Affiliate of any such beneficial owner pursuant to the first
sentence hereof.

          "AGENT" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

          "APPLICABLE PROCEDURES" means, with respect to any transfer,
redemption or exchange of or for beneficial interests in any Global Note, the
rules and procedures of the Depositary, Euroclear and Clearstream that apply to
such transfer, redemption or exchange.

          "ASSET SALE" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Parent, the Company or any of their respective Restricted
Subsidiaries, including any disposition by means of a merger, consolidation or
similar transaction (each referred to for the purposes of this definition as a
"disposition"), of

          (a) any shares of Capital Stock of a Restricted Subsidiary (other than
directors' qualifying shares), or

          (b) any other Property of the Parent or any Restricted Subsidiary
outside of the ordinary course of business of the Parent or such Restricted
Subsidiary,

          other than, in the case of clause (a) or (b) above,

          (1) any disposition by a Restricted Subsidiary to the Parent or by the
     Parent or a Restricted Subsidiary to a Wholly Owned Restricted Subsidiary;

          (2) any disposition that constitutes a Permitted Investment or
     Restricted Payment permitted by Section 4.10;

          (3) any disposition effected in compliance with Section 5.01(a);

          (4) any disposition in a single transaction or a series of related
     transactions of Property for aggregate consideration of less than $1.0
     million;

          (5) the disposition of cash or Cash Equivalents;

          (6) the disposition of accounts receivable and related assets
     (including contract rights) to a Securitization Subsidiary in connection
     with a Permitted Receivables Financing;

          (7) any foreclosure upon any assets of the Parent, the Company or any
     of their respective Restricted Subsidiaries in connection with the exercise
     of remedies by a secured lender pursuant to the terms of Debt otherwise
     permitted to be incurred under this Indenture; and

          (8) the sale of the Capital Stock, Debt or other securities of an
     Unrestricted Subsidiary.

          "ATTRIBUTABLE DEBT" in respect of a Sale and Leaseback Transaction
means, at any date of determination,

          (a) if such Sale and Leaseback Transaction is a Capital Lease
Obligation, the amount of Debt represented thereby according to the definition
of "Capital Lease Obligations," and

          (b) in all other instances, the greater of:

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          (1) the Fair Market Value of the Property subject to such Sale and
     Leaseback Transaction, and

          (2) the present value (discounted at the interest rate borne by the
     Notes, compounded annually) of the total obligations of the lessee for
     rental payments during the remaining term of the lease included in such
     Sale and Leaseback Transaction (including any period for which such lease
     has been extended).

          "AVERAGE LIFE" means, as of any date of determination, with respect to
any Debt or Preferred Stock, the quotient obtained by dividing:

          (a) the sum of the product of the numbers of years (rounded to the
nearest one-twelfth of one year) from the date of determination to the dates of
each successive scheduled principal payment of such Debt or redemption or
similar payment with respect to such Preferred Stock multiplied by the amount of
such payment by

          (b) the sum of all such payments.

          "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors, or the law of any other jurisdiction
relating to bankruptcy, insolvency, winding up, liquidation, reorganization or
relief of debtors.

          "BOARD OF DIRECTORS" means the Board of Directors of the Company.

          "BOARD RESOLUTION" of a Person means a copy of a resolution certified
by the secretary or an assistant secretary (or individual performing comparable
duties) of the applicable Person to have been duly adopted by the Board of
Directors of such Person and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

          "BUSINESS DAY" means any day other than a Legal Holiday.

          "CAPITAL CONTRIBUTIONS" means either (i) the aggregate cash proceeds
received by the Parent from the issuance or sale (other than to a Subsidiary of
the Parent or an employee stock ownership plan or trust established by the
Parent or any such Subsidiary for the benefit of their employees) by the Parent
of its Capital Stock (other than Disqualified Stock and Preferred Stock) after
the Issue Date, net of attorneys' fees, accountants' fees, underwriters' or
placement agents' fees, discounts or commissions and brokerage, consultant and
other fees actually incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof or from any capital contribution
received by the Parent from any holder of its Capital Stock or (ii) the Fair
Market Value of any assets or Property contributed to the Parent by one of its
direct or indirect parent entities or by GTCR or acquired through the issuance
of Capital Stock (other than Disqualified Stock) of the Parent; PROVIDED that
such assets or Property are used or useful in a Permitted Business.

          "CAPITAL LEASE OBLIGATIONS" means any obligation under a lease that is
required to be capitalized for financial reporting purposes in accordance with
GAAP; and the amount of Debt represented by such obligation shall be the
capitalized amount of such obligations determined in accordance with GAAP; and
the Stated Maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may be terminated by the lessee without payment of a penalty. For purposes of
Section 4.11, a Capital Lease Obligation shall be deemed secured by a Lien on
the Property being leased.

          "CAPITAL STOCK" means, with respect to any Person, any shares or other
equivalents (however designated) of any class of corporate stock or partnership
interests or any other participations, rights, warrants, options or other
interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest.

          "CASH EQUIVALENTS" means any of the following:

          (a) Investments in U.S. Government Obligations maturing within 365
days of the date of acquisition thereof;

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          (b) Investments in time deposit accounts, certificates of deposit and
money market deposits maturing within 365 days of the date of acquisition
thereof issued by a bank or trust company organized under the laws of the United
States of America or any state thereof having capital, surplus and undivided
profits aggregating in excess of $500 million and whose long-term debt is rated
"A-3" or "A-" or higher according to Moody's or S&P (or such similar equivalent
rating by at least one "nationally recognized statistical rating organization"
(as defined in Rule 436 under the Securities Act));

          (c) repurchase obligations with a term of not more than 180 days for
underlying securities of the types described in clause (a) entered into with:

          (1) a bank meeting the qualifications described in clause (b) above,
     or

          (2) any primary government securities dealer reporting to the Market
     Reports Division of the Federal Reserve Bank of New York;

          (d) Investments in commercial paper, maturing not more than 365 days
after the date of acquisition, issued by a corporation (other than an Affiliate
of the Company) organized and in existence under the laws of the United States
of America with a rating at the time as of which any Investment therein is made
of "P-1" (or higher) according to Moody's or "A-1" (or higher) according to S&P
(or such similar equivalent rating by at least one "nationally recognized
statistical rating organization" (as defined in Rule 436 under the Securities
Act));

          (e) direct obligations (or certificates representing an ownership
interest in such obligations) of any state of the United States of America
(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of such state is pledged; PROVIDED that:

          (1) the long-term debt of such state is rated "A-3" or "A-" or higher
     according to Moody's or S&P (or such similar equivalent rating by at least
     one "nationally recognized statistical rating organization" (as defined in
     Rule 436 under the Securities Act)), and

          (2) such obligations mature within 365 days of the date of acquisition
     thereof;

          (f) interests in investment companies or money market funds at least
95% of the assets of which on the date of acquisition constitute Cash
Equivalents of the kinds described in clauses (a) through (e) of this
definition;

          (g) in the case of any Foreign Restricted Subsidiary:

          (1) direct obligations of the sovereign nation (or agency thereof) in
     which such Foreign Restricted Subsidiary is organized and is conducting
     business or obligations fully and unconditionally guaranteed by such
     sovereign nation (or any agency thereof);

          (2) investments of the type and maturity described in clauses (a)
     through (f) above of foreign obligors, which investments or obligors have
     ratings described in such clauses or equivalent ratings from comparable
     foreign ratings agencies; and

          (3) investments of the type and maturity described in clauses (a)
     through (f) above of foreign obligors, which investments or obligors are
     not rated as provided in such clauses or in (2) above but which are, in the
     reasonable judgment of the Parent as evidenced by a board resolution,
     comparable in investment quality to such investments and obligors; PROVIDED
     that the amount of such investments pursuant to this clause (g)(3)
     outstanding at any one time shall not exceed $15.0 million.

          "CHANGE OF CONTROL" means the occurrence of any of the following
events:

          (a) any "person" or "group" (as such terms are used in Sections 13(d)
and 14(d) of the Exchange Act or any successor provisions to either of the
foregoing), including any group acting for the purpose of acquiring,

                                        4
<Page>

holding, voting or disposing of securities within the meaning of Rule
13d-5(b)(1) under the Exchange Act, other than any one or more of the Permitted
Holders, becomes the "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act, except that a person will be deemed to have "beneficial ownership"
of all shares that any such person has the right to acquire, whether such right
is exercisable immediately or only after the passage of time), directly or
indirectly, of 50% or more of the total voting power of the Voting Stock of the
Parent or the Company (for purposes of this clause (a), such person or group
shall be deemed to beneficially own any Voting Stock of a corporation held by
any other corporation (the "parent corporation") so long as such person or group
beneficially owns, directly or indirectly, in the aggregate at least a majority
of the total voting power of the Voting Stock of such parent corporation); or

          (b) the sale, transfer, assignment, lease, conveyance or other
disposition, directly or indirectly, of all or substantially all the Property of
the Parent and its Restricted Subsidiaries, considered as a whole (other than a
disposition of such Property as an entirety or virtually as an entirety to a
Wholly Owned Restricted Subsidiary or one or more Permitted Holders), shall have
occurred, or the Parent, Holdings or the Company merges, consolidates or
amalgamates with or into any other Person (other than one or more Permitted
Holders) or any other Person (other than one or more Permitted Holders) merges,
consolidates or amalgamates with or into the Parent, Holdings or the Company, in
any such event pursuant to a transaction in which the outstanding Voting Stock
of such entity is reclassified into or exchanged for cash, securities or other
Property, other than any such transaction where:

          (1) the outstanding Voting Stock of such entity is reclassified into
     or exchanged for other Voting Stock of such entity or for Voting Stock of
     the Surviving Person, and

          (2) the holders of the Voting Stock of such entity immediately prior
     to such transaction own, directly or indirectly, not less than a majority
     of the Voting Stock of such entity or the Surviving Person immediately
     after such transaction and in substantially the same proportion as before
     the transaction; or

          (c) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the Parent or the
Company (together with any new directors whose election or appointment by such
Board or whose nomination for election by the shareholders of the Parent was
approved by a vote of not less than a majority of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute at least a majority of the Board of Directors then in
office; or

          (d) the shareholders of the Parent or the Company shall have approved
any plan of liquidation or dissolution of the Parent or the Company.

          "CLEARSTREAM" means Clearstream Banking S.A. and any successor
thereto.

          "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

          "COMMISSION" means the U.S. Securities and Exchange Commission.

          "COMMODITY PRICE PROTECTION AGREEMENT" means, in respect of a Person,
any forward contract, commodity swap agreement, commodity option agreement or
other similar agreement or arrangement designed for the purpose of fixing,
hedging or swapping the price risk related to fluctuations in commodity prices.

          "COMPARABLE TREASURY ISSUE" means the United States treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of such
Notes. "INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.

          "COMPARABLE TREASURY PRICE" means, with respect to any redemption
date:

                                        5
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          (a) the average of the bid and ask prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the most
recently published statistical release designated "H.15(519)" (or any successor
release) published by the Board of Governors of the Federal Reserve System and
which establishes yields on actively traded United States treasury securities
adjusted to constant maturity under the caption "Treasury Constant Maturities,"
or

          (b) if such release (or any successor release) is not published or
does not contain such prices on such business day, the average of the Reference
Treasury Dealer Quotations for such redemption date.

          "COMPANY" means Prestige Brands, Inc., and any successor thereto.

          "CONSOLIDATED CURRENT LIABILITIES" means, as of any date of
determination, the aggregate amount of liabilities of the Parent and its
consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated), after eliminating:

          (a) all intercompany items between the Parent and any Restricted
Subsidiary or between Restricted Subsidiaries, and

          (b) all current maturities of long-term Debt.

          "CONSOLIDATED INTEREST COVERAGE RATIO" means, as of any date of
determination, the ratio of:

          (a) the aggregate amount of EBITDA for the most recent four
consecutive fiscal quarters for which consolidated financial statements are
available prior to such determination date to

          (b) Consolidated Interest Expense for such four fiscal quarters;

          PROVIDED, HOWEVER, that:

          (1) if

               (A) since the beginning of such period the Parent or any
          Restricted Subsidiary has Incurred any Debt that remains outstanding
          or Repaid any Debt, or

               (B) the transaction giving rise to the need to calculate the
          Consolidated Interest Coverage Ratio is an Incurrence or Repayment of
          Debt,

          Consolidated Interest Expense for such period shall be calculated
          after giving effect on a PRO FORMA basis to such Incurrence or
          Repayment as if such Debt was Incurred or Repaid on the first day of
          such period, PROVIDED that, in the event of any such Repayment of
          Debt, EBITDA for such period shall be calculated as if the Parent or
          such Restricted Subsidiary had not earned any interest income actually
          earned during such period in respect of the funds used to Repay such
          Debt, and

          (2) if

               (A) since the beginning of such period the Parent or any
          Restricted Subsidiary shall have made any Asset Sale or an Investment
          (by merger or otherwise) in any Restricted Subsidiary (or any Person
          which becomes a Restricted Subsidiary) or an acquisition of Property
          which constitutes all or substantially all of an operating unit of a
          business,

               (B) the transaction giving rise to the need to calculate the
          Consolidated Interest Coverage Ratio is such an Asset Sale, Investment
          or acquisition, or

                                        6
<Page>

               (C) since the beginning of such period any Person (that
          subsequently became a Restricted Subsidiary or was merged with or into
          the Parent or any Restricted Subsidiary since the beginning of such
          period) shall have made such an Asset Sale, Investment or acquisition,

          then EBITDA for such period shall be calculated after giving PRO FORMA
          effect to such Asset Sale, Investment or acquisition as if such Asset
          Sale, Investment or acquisition had occurred on the first day of such
          period (giving effect to any Pro Forma Cost Savings in connection with
          any such acquisition).

          If any Debt bears a floating rate of interest and is being given PRO
FORMA effect, the interest expense on such Debt shall be calculated as if the
base interest rate in effect for such floating rate of interest on the date of
determination had been the applicable base interest rate for the entire period
(taking into account any Interest Rate Agreement applicable to such Debt if such
Interest Rate Agreement has a remaining term in excess of 12 months). In the
event the Capital Stock of any Restricted Subsidiary is sold during the period,
the Parent shall be deemed, for purposes of clause (1) above, to have Repaid
during such period the Debt of such Restricted Subsidiary to the extent the
Parent and its continuing Restricted Subsidiaries are no longer liable for such
Debt after such sale.

          "CONSOLIDATED INTEREST EXPENSE" means, for any period, the total
interest expense of the Parent and its consolidated Restricted Subsidiaries,
plus, to the extent not included in such total interest expense, and to the
extent Incurred by the Parent or its Restricted Subsidiaries,

          (a) interest expense attributable to leases constituting part of a
Sale and Leaseback Transaction and to Capital Lease Obligations,

          (b) amortization of debt discount and debt issuance cost, including
commitment fees (other than amortization or write-off of debt issuance costs
incurred in connection with or as a result of the Transactions),

          (c) capitalized interest,

          (d) non-cash interest expense,

          (e) commissions, discounts and other fees and charges owed with
respect to letters of credit and banker's acceptance financing,

          (f) net payments and receipts (if any) associated with Hedging
Obligations (including amortization of fees),

          (g) Disqualified Stock Dividends,

          (h) Preferred Stock Dividends,

          (i) interest Incurred in connection with Investments in discontinued
operations,

          (j) interest accruing on any Debt of any other Person to the extent
such Debt is Guaranteed by the Parent or any Restricted Subsidiary, and

          (k) the cash contributions to any employee stock ownership plan or
similar trust to the extent such contributions are used by such plan or trust to
pay interest or fees to any Person (other than the Parent) in connection with
Debt Incurred by such plan or trust.

          "CONSOLIDATED NET INCOME" means, for any period, the net income (loss)
of the Parent and its consolidated Restricted Subsidiaries (and before any
reduction in respect of Preferred Stock Dividends that are Restricted Payments);
PROVIDED, HOWEVER, that there shall not be included in such Consolidated Net
Income:

                                        7
<Page>

          (a) any net income (loss) of any Person (other than the Parent) if
such Person is not a Restricted Subsidiary, except that, subject to the
exclusion contained in clause (c) below, equity of the Parent and its
consolidated Restricted Subsidiaries in the net income of any such Person for
such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash distributed by such Person during such period to the
Parent or a Restricted Subsidiary as a dividend or other distribution (subject,
in the case of a dividend or other distribution to a Restricted Subsidiary, to
the limitations contained in clause (b) below),

          (b) any net income (loss) of any Restricted Subsidiary if such
Restricted Subsidiary is subject to restrictions, directly or indirectly, on the
payment of dividends or the making of distributions, directly or indirectly, to
the Company in the case of a Restricted Subsidiary of the Company or to the
Parent in the case of a Restricted Subsidiary of the Parent that is not a
Restricted Subsidiary of the Company, except that:

          (1) subject to the exclusion contained in clause (c) below, the equity
     of the Parent and its consolidated Restricted Subsidiaries in the net
     income of any such Restricted Subsidiary for such period shall be included
     in such Consolidated Net Income up to the aggregate amount of cash
     distributed by such Restricted Subsidiary during such period to the Parent
     or one of its Restricted Subsidiaries as a dividend or other distribution
     (subject, in the case of a dividend or other distribution to another
     Restricted Subsidiary, to the limitation contained in this clause), and

          (2) the equity of the Parent and its consolidated Restricted
     Subsidiaries in a net loss of any such Restricted Subsidiary for such
     period shall be included in determining such Consolidated Net Income,

          (c) any gain or loss realized upon the sale or other disposition of
any Property of the Parent or any of its consolidated Restricted Subsidiaries
(including pursuant to any Sale and Leaseback Transaction) that is not sold or
otherwise disposed of in the ordinary course of business,

          (d) any net after-tax extraordinary gain or loss (including all fees
and expenses relating thereto),

          (e) the cumulative effect of a change in accounting principles;

          (f) any non-cash compensation charges or other non-cash expenses or
charges arising from the grant, issuance, vesting or repricing of stock, stock
options or other equity-based awards or any amendment, modification,
substitution or change in any such stock, stock options or other equity-based
awards;

          (g) any restructuring charges or other non-recurring costs and
expenses incurred (x) in connection with the Transactions or (y) incurred prior
to the Issue Date;

          (h) any non-cash goodwill or other asset impairment charges incurred
subsequent to the Issue Date resulting from the application of Statement of
Financial Accounting Standards No. 142;

          (i) any net after-tax income or loss from discontinued operations and
net after-tax gains or losses on disposal of discontinued operations; and

          (j) any unrealized gains and losses due solely to fluctuations in
currency values and the related tax effects according to GAAP.

          Notwithstanding the foregoing, for purposes of Section 4.10 only,
there shall be excluded from Consolidated Net Income any dividends, repayments
of loans or advances or other transfers of Property from Unrestricted
Subsidiaries to the Parent or a Restricted Subsidiary to the extent such
dividends, repayments or transfers increase the amount of Restricted Payments
permitted under Section 4.10(a)(iii)(D).

          "CONSOLIDATED NET TANGIBLE ASSETS" means, as of any date of
determination, the sum of the amounts that would appear on a consolidated
balance sheet of the Company and its consolidated Restricted Subsidiaries as the
total assets (less accumulated depreciation and amortization, allowances for
doubtful receivables, other applicable reserves and other properly deductible
items) of the Parent and its Restricted Subsidiaries, after

                                        8
<Page>

giving effect to purchase accounting and after deducting therefrom Consolidated
Current Liabilities and, to the extent otherwise included, the amounts of
(without duplication):

          (a) the excess of cost over fair market value of assets or businesses
acquired;

          (b) any revaluation or other write-up in book value of assets
subsequent to the last day of the fiscal quarter of the Parent immediately
preceding the Issue Date as a result of a change in the method of valuation in
accordance with GAAP;

          (c) unamortized debt discount and expenses and other unamortized
deferred charges, goodwill, patents, trademarks, service marks, trade names,
copyrights, licenses, organization or developmental expenses and other
intangible items;

          (d) minority interests in consolidated Subsidiaries held by Persons
other than the Parent or any Restricted Subsidiary;

          (e) treasury stock;

          (f) cash or securities set aside and held in a sinking or other
analogous fund established for the purpose of redemption or other retirement of
Capital Stock to the extent such obligation is not reflected in Consolidated
Current Liabilities; and

          (g) Investments in and assets of Unrestricted Subsidiaries.

          "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of the
Trustee specified in Section 13.02 hereof, or such other address as to which the
Trustee may give notice to the Company.

          "CREDIT FACILITIES" means, with respect to the Parent or any
Restricted Subsidiary, one or more debt or commercial paper facilities or
indentures with banks or other institutional lenders or investors (including
without limitation the Senior Credit Facility) providing for revolving credit
loans, term loans, notes, debentures or other debt securities, receivables or
inventory financing (including through the sale of receivables or inventory to
such lenders or to special purpose, bankruptcy remote entities formed to borrow
from such lenders against such receivables or inventory) or trade letters of
credit, in each case together with any Refinancings thereof.

          "CURRENCY EXCHANGE PROTECTION AGREEMENT" means, in respect of a
Person, any foreign exchange contract, currency swap agreement, currency option
or other similar agreement or arrangement designed for the purpose of fixing,
hedging or swapping currency exchange rate risk.

          "CUSTODIAN" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03(c) as
Custodian with respect to the Notes, and any and all successors thereto
appointed as custodian hereunder and having become such pursuant to the
applicable provisions of this Indenture.

          "DEBT" means, with respect to any Person on any date of determination
(without duplication):

          (a) the principal of and premium (if any) in respect of:

          (1) debt of such Person for money borrowed, and

          (2) debt evidenced by notes, debentures, bonds or other similar
     instruments for the payment of which such Person is responsible or liable;

          (b) all Capital Lease Obligations of such Person and all Attributable
Debt in respect of Sale and Leaseback Transactions entered into by such Person;

                                        9
<Page>

          (c) all obligations of such Person representing the deferred and
unpaid purchase price of Property, except to the extent such balance constitutes
a trade accounts payable or similar obligation to a trade creditor arising in
the ordinary course of business;

          (d) all obligations of such Person for the reimbursement of any
obligor on any letter of credit, banker's acceptance or similar credit
transaction (other than obligations with respect to letters of credit securing
obligations (other than obligations described in (a) through (c) above) entered
into in the ordinary course of business of such Person to the extent such
letters of credit are not drawn upon or, if and to the extent drawn upon, such
drawing is reimbursed no later than the third business day following receipt by
such Person of a demand for reimbursement following payment on the letter of
credit);

          (e) the amount of all obligations of such Person with respect to the
Repayment of any Disqualified Stock or, with respect to any Subsidiary of such
Person, any Preferred Stock (but excluding, in each case, any accrued
dividends);

          (f) all obligations of the type referred to in clauses (a) through (e)
above of other Persons and all dividends of other Persons for the payment of
which, in either case, such Person is responsible or liable, directly or
indirectly, as obligor, guarantor or otherwise, including by means of any
Guarantee;

          (g) all obligations of the type referred to in clauses (a) through (f)
above of other Persons secured by any Lien on any Property of such Person
(whether or not such obligation is assumed by such Person), the amount of such
obligation being deemed to be the lesser of the Fair Market Value of such
Property and the amount of the obligation so secured; and

          (h) to the extent not otherwise included in this definition, the net
amount paid under any Hedging Obligations of such Person with respect to any
Interest Rate Agreement.

          The amount of Debt of any Person at any date shall be the outstanding
balance, or the accreted value of such Debt in the case of Debt issued with
original issue discount, at such date of all unconditional obligations as
described above and the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations at such
date. The amount of Debt represented by a Hedging Obligation shall be equal to:

          (1) zero if such Hedging Obligation has been Incurred pursuant to
     clause (vi), (vii) or (viii) of Section 4.09(b); or

          (2) the notional amount of such Hedging Obligation if not Incurred
     pursuant to such clauses.

          "DEFAULT" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

          "DEFINITIVE NOTE" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 or 2.10 hereof, in
substantially the form of Exhibit A hereto except that such Note shall not bear
the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

          "DEPOSITARY" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03(b) hereof
as the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provisions of this Indenture.

          "DESIGNATED NONCASH CONSIDERATION" means any non-cash consideration
received by the Parent or one of its Restricted Subsidiaries in connection with
an Asset Sale that is designated as "Designated Noncash Consideration" pursuant
to an Officer's Certificate executed by the Chief Financial Officer of the
Parent. Such Officer's Certificate shall state the Fair Market Value of such
non-cash consideration and the basis of such

                                       10
<Page>

valuation. A particular item of Designated Noncash Consideration shall no longer
be considered to be outstanding to the extent it has been sold or liquidated for
cash (but only to the extent of the cash received).

          "DESIGNATED SENIOR DEBT" means:

          (a) any Senior Debt that has, at the time of determination, an
aggregate principal amount outstanding of at least $25.0 million (or accreted
value in the case of Debt issued at a discount) (including the amount of all
undrawn commitments and matured and contingent reimbursement obligations
pursuant to letters of credit thereunder) that is specifically designated in the
instrument evidencing such Senior Debt and is designated in a notice delivered
by the Company to the holders or a Representative of the holders of such Senior
Debt and in an Officers' Certificate delivered to the Trustee as "Designated
Senior Debt" of the Company for purposes of this Indenture, and

          (b) any Senior Debt outstanding under the Senior Credit Facility.

          "DISQUALIFIED STOCK" means any Capital Stock of the Parent or any of
its Restricted Subsidiaries that by its terms (or by the terms of any security
into which it is convertible or for which it is exchangeable, in either case at
the option of the holder thereof) or otherwise:

          (a) matures or is mandatorily redeemable pursuant to a sinking fund
obligation or otherwise,

          (b) is or may become redeemable or repurchaseable at the option of the
holder thereof, in whole or in part, or

          (c) is convertible or exchangeable at the option of the holder thereof
for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the date that is 91 days
after the Stated Maturity of the Notes; PROVIDED, HOWEVER, that only the portion
of the Capital Stock which so matures or is so mandatorily redeemable, is so
convertible or exchangeable or is so redeemable at the option of the holder
thereof prior to such date, shall be deemed to be Disqualified Stock; PROVIDED,
FURTHER, that any Capital Stock that would constitute Disqualified Stock solely
because the holders thereof have the right to require the Parent or a Restricted
Subsidiary to repurchase such Capital Stock upon the occurrence of a change of
control or asset sale (each defined in a substantially identical manner to the
corresponding definitions in this Indenture) shall not constitute Disqualified
Stock if the terms of such Capital Stock (and all such securities into which it
is convertible or for which it is exchangeable) provide that the Parent and the
Restricted Subsidiaries may not repurchase or redeem any such Capital Stock (and
all such securities into which it is convertible or for which it is
exchangeable) pursuant to such provision prior to compliance by the Company with
Sections 4.12 and 4.18 and such repurchase or redemption complies with
Section 4.10.

          "DISQUALIFIED STOCK DIVIDENDS" means all dividends with respect to
Disqualified Stock of the Parent held by Persons other than a Wholly Owned
Restricted Subsidiary or dividends paid or payable through the issuance of
additional shares of Capital Stock (other than Disqualified Stock). The amount
of any such dividend shall be equal to the quotient of such dividend divided by
the difference between one and the effective federal income tax rate (expressed
as a decimal number between 1 and 0) then applicable to the Parent.

          "DISTRIBUTION COMPLIANCE PERIOD" means the 40-day distribution
compliance period as defined in Regulation S.

          "DOMESTIC RESTRICTED SUBSIDIARY" means any Restricted Subsidiary other
than (a) a Foreign Restricted Subsidiary or (b) a Subsidiary of a Foreign
Restricted Subsidiary.

          "EBITDA" means, for any period, an amount equal to, for the Parent and
its consolidated Restricted Subsidiaries:

                                       11
<Page>

          (a) the sum of Consolidated Net Income for such period, plus the
following to the extent reducing Consolidated Net Income for such period:

          (1) the provision for taxes based on income or profits or utilized in
     computing net loss,

          (2) Consolidated Interest Expense,

          (3) depreciation,

          (4) amortization of intangibles, and

          (5) any other non-cash items (including, without limitation, charges
     arising from fair value accounting required by Statement of Financial
     Accounting Standards No. 133) (other than any such non-cash item to the
     extent that it represents an accrual of, or reserve for, cash expenditures
     in any future period),

          (6) the amount of management, consulting or advisory fees and related
     expenses paid to GTCR or one of its Affiliates (or any accruals relating to
     such fees and expenses) during such period; PROVIDED that such amount shall
     not exceed $4.0 million in any twelve-month period;

          (7) any restructuring charges (without duplication) as disclosed on
     the financial statements or the notes related thereto in accordance with
     GAAP;

          (8) one-time costs and expenses identified on Schedule I hereto; MINUS

          (b) all non-cash items increasing Consolidated Net Income for such
period (other than (i) any such non-cash item to the extent that it will result
in the receipt of cash payments in any future period and (ii) reversals of prior
accruals or reserves for non-cash items previously excluded from the calculation
of EBITDA pursuant to clause (5) of this definition).

          Notwithstanding the foregoing clause (a), the provision for taxes and
the depreciation, amortization and non-cash items of a Restricted Subsidiary
shall be added to Consolidated Net Income to compute EBITDA only to the extent
(and in the same proportion) that the net income of such Restricted Subsidiary
was included in calculating Consolidated Net Income and only if a corresponding
amount would be permitted at the date of determination to be dividended to the
Parent by such Restricted Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to such Restricted Subsidiary or its shareholders.

          "EQUITY OFFERING" means any public or private sale of common stock or
common units, as the case may be, of the Parent.

          "EUROCLEAR" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear systems, and any successor thereto.

          "EVENT OF DEFAULT" has the meaning set forth under Section 6.01.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

          "EXCHANGE NOTES" means the notes issued in exchange for the Notes
issued in this offering or any Additional Notes pursuant to a Registration
Rights Agreement.

          "EXCHANGE OFFER" has the meaning set forth in a Registration Rights
Agreement relating to an exchange of Notes registered under the Securities Act
for Notes not so registered.

                                       12
<Page>

          "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in a
Registration Rights Agreement.

          "EXCLUDED CONTRIBUTIONS" mean the net cash proceeds received by the
Parent after the Issue Date from (a) contributions to its common equity capital
and (b) the sale (other than to a Subsidiary or pursuant to any management
equity plan or stock option plan or any other management or employee benefit
plan or agreement of the Parent or any of its Subsidiaries) of Capital Stock
(other than Disqualified Stock) of the Parent, in each case, designated within
30 days of the receipt of such net cash proceeds as Excluded Contributions
pursuant to an Officers' Certificate; PROVIDED that such net cash proceeds shall
be excluded from the calculation set forth in clause (a)(iii)(B) of
Section 4.10.

          "FAIR MARKET VALUE" means, with respect to any Property, the price
that could reasonably be negotiated in an arm's-length transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value shall be
determined, except as otherwise provided,

          (a) if such Property has a Fair Market Value equal to or less than
$5.0 million, by any Officer of the Company, or

          (b) if such Property has a Fair Market Value in excess of $5.0
million, by at least a majority of the Board of Directors and evidenced by a
Board Resolution, dated within 30 days of the relevant transaction, delivered to
the Trustee.

          "FOREIGN RESTRICTED SUBSIDIARY" means any Restricted Subsidiary which
is not organized under the laws of the United States of America or any State
thereof or the District of Columbia.

          "GAAP" means United States generally accepted accounting principles as
in effect on the Issue Date, including those set forth in:

          (a) the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants;

          (b) the statements and pronouncements of the Financial Accounting
Standards Board;

          (c) such other statements by such other entity as approved by a
significant segment of the accounting profession; and

          (d) the rules and regulations of the Commission governing the
inclusion of financial statements (including pro forma financial statements) in
periodic reports required to be filed pursuant to Section 13 of the Exchange
Act, including opinions and pronouncements in staff accounting bulletins and
similar written statements from the accounting staff of the Commission.

          "GLOBAL NOTE LEGEND" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

          "GLOBAL NOTES" means the global Notes in the form of Exhibit A hereto
issued in accordance with Article 2 hereof.

          "GTCR" means GTCR Golder Rauner, L.L.C. and any successor thereto.

          "GUARANTEE" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Debt of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person:

                                       13
<Page>

          (a) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Debt of such other Person (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to maintain financial
statement conditions or otherwise); or

          (b) entered into for the purpose of assuring in any other manner the
obligee against loss in respect thereof (in whole or in part);

          PROVIDED, HOWEVER, that the term "guarantee" shall not include:

          (1) endorsements for collection or deposit in the ordinary course of
     business;

          (2) a contractual commitment by one Person to invest in another Person
     for so long as such Investment is reasonably expected to constitute a
     Permitted Investment under clause (a), (b) or (c) of the definition of
     "Permitted Investment"; or

          (3) a Lien on the Property of one Person to secure an obligation of
     another Person, which obligation the first Person has not assumed, Incurred
     or otherwise (other than through the operation of such Lien) become liable
     for.

          The term "Guarantee" used as a verb has a corresponding meaning. The
term "Guarantor" shall mean any Person providing a Guarantee.

          "GUARANTEE" means a Guarantee of the Notes on the terms set forth in
Article 10 hereof and in the form of the Guarantee attached hereto as Exhibit E
by a Guarantor of the Company's obligations with respect to the Notes and any
additional Guarantee of the Notes to be executed by any Person pursuant to
Section 4.19.

          "GUARANTOR" means the Parent, each Domestic Restricted Subsidiary
(other than the Company) and any other Person that becomes a Guarantor pursuant
to Section 4.19 or who otherwise executes and delivers a supplemental indenture
to the Trustee providing for a Guarantee.

          "HEDGING OBLIGATION" of any Person means any obligation of such Person
pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement
or Commodity Price Protection Agreement or any other similar agreement or
arrangement.

          "HOLDER" means a Person in whose name a Note is registered in the
Security Register.

          "IAI GLOBAL NOTE" means a Global Note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with and registered in the name of the Depositary or its nominee issued in a
denomination equal to the outstanding principal amount of the Notes sold to
Institutional Accredited Investors, if any, to the extent required by the
Applicable Procedures.

          "INCUR" means, with respect to any Debt or other obligation of any
Person, to create, issue, incur (by merger, conversion, exchange or otherwise),
extend, assume, Guarantee or become liable in respect of such Debt or other
obligation or the recording, as required pursuant to GAAP or otherwise, of any
such Debt or obligation on the balance sheet of such Person (and "Incurrence"
and "Incurred" shall have meanings correlative to the foregoing); PROVIDED that
a change in GAAP that results in an obligation of such Person that exists at
such time, and is not theretofore classified as Debt, becoming Debt shall not be
deemed an Incurrence of such Debt; PROVIDED, FURTHER that any Debt or other
obligations of a Person existing at the time such Person becomes a Subsidiary
(whether by merger, consolidation, acquisition or otherwise) shall be deemed to
be Incurred by such Subsidiary at the time it becomes a Subsidiary. Solely for
purposes of determining compliance with Section 4.09, the amortization of debt
discount shall not be deemed to be the Incurrence of Debt; PROVIDED that in the
case of Debt sold at a discount, the amount of such Debt Incurred shall at all
times be the accreted value of such Debt.

          "INDENTURE" means this instrument, as originally executed or as it may
from time to time be supplemented or amended in accordance with Article 9
hereof.

                                       14
<Page>

          "INDEPENDENT FINANCIAL ADVISOR" means an investment banking firm of
national standing or any third party appraiser of national standing; PROVIDED
that such firm or appraiser is not an Affiliate of the Parent or the Company.

          "INDIRECT PARTICIPANT" means a Person who holds a beneficial interest
in a Global Note through a Participant.

          "INITIAL NOTES" means $210,000,000 aggregate principal amount of Notes
issued under this Indenture on the date hereof.

          "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

          "INTEREST PAYMENT DATES" shall have the meaning set forth in paragraph
1 of each Note.

          "INTEREST RATE AGREEMENT" means, for any Person, any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement or
other similar agreement designed for the purpose of fixing, hedging or swapping
interest rate risk.

          "INVESTMENT" by any Person means any direct or indirect loan (other
than advances to customers in the ordinary course of business that are recorded
as accounts receivable on the balance sheet of such Person), advance or other
extension of credit (other than advances to employees for travel and other
business expenses in the ordinary course of business) or capital contribution
(by means of transfers of cash or other Property to others or payments for
Property or services for the account or use of others, or otherwise) to, or
Incurrence of a guarantee of any obligation of, or purchase or acquisition of
Capital Stock, bonds, notes, debentures or other securities or evidence of Debt
issued by, any other Person. For purposes of Section 4.10 and Section 4.17 and
the definition of "Restricted Payment," the term "Investment" shall include the
portion (proportionate to the Parent's equity interest in such Subsidiary) of
the Fair Market Value of the net assets of any Subsidiary of the Parent at the
time that such Subsidiary is designated an Unrestricted Subsidiary; PROVIDED,
HOWEVER, that upon a redesignation of such Subsidiary as a Restricted
Subsidiary, the Parent shall be deemed to continue to have a permanent
"Investment" in an Unrestricted Subsidiary of an amount (if positive) equal to:

          (a) the Parent's "Investment" in such Subsidiary at the time of such
redesignation, less

          (b) the portion (proportionate to the Parent's equity interest in such
Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the
time of such redesignation.

          The term "Investment" shall also include the issuance, sale or other
disposition of Capital Stock of any Restricted Subsidiary to a Person other than
the Parent or another Restricted Subsidiary if the result thereof is that such
Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event
the amount of such "Investment" shall be the Fair Market Value of the remaining
interest, if any, in such former Restricted Subsidiary held by the Parent and
the other Restricted Subsidiaries. In determining the amount of any Investment
made by transfer of any Property other than cash, such Property shall be valued
at its Fair Market Value at the time of such Investment.

          "ISSUE DATE" means April 6, 2004.

          "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York, the city in which the Corporate Trust
Office of the Trustee is located or any other place of payment on the Notes are
authorized by law, regulation or executive order to remain closed.

          "LETTER OF TRANSMITTAL" means the letter of transmittal, or its
electronic equivalent in accordance with the Applicable Procedures, to be
prepared by the Company and sent to all Holders of the Initial Notes or any
Additional Notes for use by such Holders in connection with an Exchange Offer.

                                       15
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          "LIEN" means, with respect to any Property of any Person, any mortgage
or deed of trust, pledge, hypothecation, assignment, deposit arrangement,
security interest, lien, charge, easement (other than any easement not
materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and
Leaseback Transaction); PROVIDED that in no event shall an operating lease be
deemed to constitute a Lien.

          "MANAGEMENT AGREEMENT" means the Amended and Restated Professional
Services Agreement to be dated the Issue Date by and between Prestige Brands,
Inc. and GTCR Golder Rauner II, LLC.

          "MANAGEMENT INVESTORS" means Peter C. Mann, Peter J. Anderson, Gerard
F. Butler and Michael A. Fink.

          "MOODY'S" means Moody's Investors Service, Inc. or any successor to
the rating agency business thereof.

          "NET AVAILABLE CASH" from any Asset Sale means cash payments received
therefrom (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise, but only as
and when received, but excluding any other consideration received in the form of
assumption by the acquiring Person of Debt or other obligations relating to the
Property that is the subject of such Asset Sale or received in any other
non-cash form), in each case net of:

          (a) all legal, title and recording tax expenses, commissions and other
fees and expenses incurred, and all Federal, state, provincial, foreign and
local taxes required to be accrued as a liability under GAAP, as a consequence
of such Asset Sale,

          (b) all payments made on or in respect of any Debt that is secured by
any Property subject to such Asset Sale (other than with respect to the Senior
Credit Facility), in accordance with the terms of any Lien upon such Property,
or which must by its terms, or in order to obtain a necessary consent to such
Asset Sale, or by applicable law, be repaid out of the proceeds from such Asset
Sale,

          (c) all distributions and other payments required to be made to
minority interest holders in Subsidiaries or joint ventures as a result of such
Asset Sale, and

          (d) the deduction of appropriate amounts provided by the seller as a
reserve, in accordance with GAAP, against any liabilities associated with the
Property disposed of in such Asset Sale and retained by the Parent or any
Restricted Subsidiary after such Asset Sale, including without limitation
pension and other post-employment benefit liabilities, liabilities relating to
environmental matters and liabilities under any indemnification liabilities
associated with an Asset Sale.

          "NON-RECOURSE DEBT," with respect to any Person, means Debt of such
Person for which the sole legal recourse for collection of principal and
interest on such Debt is against the specific property identified in the
instruments evidencing or securing such Debt, and such property was acquired
with the proceeds of such Debt, or such Debt was Incurred within 90 days after
the acquisition of such property.

          "OBLIGATIONS" means all obligations for principal, premium, interest,
penalties, fees, indemnifications, reimbursements, damages and other liabilities
payable under the documentation governing any Debt.

          "OFFICER" means the Chief Executive Officer, the President, the Chief
Financial Officer, the Treasurer or any Vice President of the Company.

                                       16
<Page>

          "OFFICERS' CERTIFICATE" means a certificate signed by two Officers of
the Company, at least one of whom shall be the principal executive officer or
principal financial officer of the Company, and delivered to the Trustee.

          "OPINION OF COUNSEL" means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the
Company or the Trustee.

          "PARTICIPANT" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively, and, with respect to DTC, shall include Euroclear and
Clearstream.

          "PERMITTED BUSINESS" means any business that is reasonably related,
ancillary or complementary to the businesses of the Parent and the Restricted
Subsidiaries on the Issue Date or other business that is a reasonable extension
or expansion of such businesses.

          "PERMITTED HOLDERS" means (i) GTCR, (ii) the Management Investors and
(iii) any Related Party of a Person referred to in clauses (i) and (ii) hereof.

          "PERMITTED INVESTMENT" means any Investment by the Parent or a
Restricted Subsidiary in:

          (a) the Parent or any Restricted Subsidiary,

          (b) any Person that will, upon the making of such Investment, become a
Restricted Subsidiary; PROVIDED that the primary business of such Restricted
Subsidiary is a Permitted Business;

          (c) any Person if as a result of such Investment such Person is merged
or consolidated with or into, or transfers or conveys all or substantially all
its Property to, the Parent or a Restricted Subsidiary; PROVIDED that such
Person's primary business is a Permitted Business;

          (d) Cash Equivalents;

          (e) receivables owing to the Parent or a Restricted Subsidiary and
prepaid expenses, in each case, created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms;
PROVIDED, HOWEVER, that such trade terms may include such concessionary trade
terms as the Parent or such Restricted Subsidiary deems reasonable under the
circumstances;

          (f) payroll, travel and similar advances to cover matters that are
expected at the time of such advances ultimately to be treated as expenses for
accounting purposes and that are made in the ordinary course of business;

          (g) loans and advances to employees made in the ordinary course of
business; PROVIDED that such loans and advances do not exceed $2.0 million in
the aggregate at any one time outstanding;

          (h) Investments received in settlement, compromise or resolution of
(i) debts created in the ordinary course of business and owing to the Parent or
a Restricted Subsidiary or (ii) litigation, arbitration or other disputes with
Persons;

          (i) any Investment made as a result of the receipt of non-cash
consideration received in connection with (A) an Asset Sale consummated in
compliance with Section 4.12 or (B) any disposition of Property not constituting
an Asset Sale;

          (j) any Investment acquired solely in exchange for the issuance of
Capital Stock (other than Disqualified Stock) of Parent;

          (k) Investments existing on the Issue Date;

                                       17
<Page>

          (l) any Hedging Obligation;

          (m) Investments in a Securitization Subsidiary that are necessary to
effect a Permitted Receivables Financing;

          (n) advances, loans or extensions of credit to suppliers and vendors
in the ordinary course of business;

          (o) Investments resulting from the acquisition of a Person that at the
time of such acquisition held instruments constituting Investments that were not
acquired in contemplation of the acquisition of such Person; and

          (p) other Investments made for Fair Market Value that do not exceed
$20.0 million in the aggregate outstanding at any one time.

          "PERMITTED JUNIOR SECURITIES" means:

          (a) Capital Stock in the Company or any Guarantor; or

          (b) debt securities that are subordinated to all Senior Debt and debt
securities that are issued in exchange for Senior Debt to substantially the same
extent as, or to a greater extent than, the Notes and the Guarantees are
subordinated to Senior Debt under this Indenture and have a Stated Maturity
after (and do not provide for scheduled principal payments prior to) the Stated
Maturity of any Senior Debt and any debt securities issued in exchange for
Senior Debt;

PROVIDED, HOWEVER, that if such Capital Stock or debt securities are distributed
in a bankruptcy or insolvency proceeding, such Capital Stock or debt securities
are distributed pursuant to a plan of reorganization consented to by each class
of Designated Senior Debt.

          "PERMITTED LIENS" means:

          (a) Liens to secure Debt permitted to be Incurred under clause (iii)
of Section 4.09(b); PROVIDED that any such Lien may not extend to any Property
of the Parent or any Restricted Subsidiary, other than the Property acquired,
constructed or leased with the proceeds of such Debt and any improvements or
accessions to such Property;

          (b) Liens for taxes, assessments or governmental charges or levies on
the Property of the Parent or any Restricted Subsidiary if the same shall not at
the time be delinquent or thereafter can be paid without penalty, or are being
contested in good faith and by appropriate proceedings promptly instituted and
diligently concluded; PROVIDED that any reserve or other appropriate provision
that shall be required in conformity with GAAP shall have been made therefor;

          (c) Liens imposed by law, such as carriers', warehousemen's and
mechanics' Liens and other similar Liens, on the Property of the Parent or any
Restricted Subsidiary arising in the ordinary course of business;

          (d) Liens on the Property of the Parent or any Restricted Subsidiary
Incurred in the ordinary course of business to secure performance of obligations
with respect to statutory or regulatory requirements, performance or
return-of-money bonds, surety bonds or other obligations of a like nature, in
each case which are not Incurred in connection with the borrowing of money, the
obtaining of advances or credit or the payment of the deferred purchase price of
Property and which do not in the aggregate impair in any material respect the
use of Property in the operation of the business of the Parent and the
Restricted Subsidiaries taken as a whole;

          (e) Liens on Property at the time the Parent or any Restricted
Subsidiary acquired such Property, including any acquisition by means of a
merger or consolidation with or into the Parent or any Restricted Subsidiary;
PROVIDED, HOWEVER, that any such Lien may not extend to any other Property of
the Parent or any Restricted Subsidiary; PROVIDED FURTHER, HOWEVER, that such
Liens shall not have been Incurred in anticipation of or

                                       18
<Page>

in connection with the transaction or series of transactions pursuant to which
such Property was acquired by the Parent or any Restricted Subsidiary;

          (f) Liens on the Property of a Person at the time such Person becomes
a Restricted Subsidiary; PROVIDED, HOWEVER, that any such Lien may not extend to
any other Property of the Parent or any other Restricted Subsidiary that is not
a direct Subsidiary of such Person; PROVIDED FURTHER, HOWEVER, that any such
Lien was not Incurred in anticipation of or in connection with the transaction
or series of transactions pursuant to which such Person became a Restricted
Subsidiary;

          (g) pledges or deposits by the Parent or any Restricted Subsidiary
under workers' compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts
(other than for the payment of Debt) or leases to which the Parent or any
Restricted Subsidiary is party, or deposits to secure public or statutory
obligations of the Parent or the Company, or deposits for the payment of rent,
in each case Incurred in the ordinary course of business;

          (h) utility easements, building restrictions and such other
encumbrances or charges against real Property as are of a nature generally
existing with respect to properties of a similar character;

          (i) Liens existing on the Issue Date not otherwise described in
clauses (a) through (h) above;

          (j) Liens on the Property of the Parent or any Restricted Subsidiary
to secure any Refinancing, in whole or in part, of any Debt secured by Liens
referred to in clause (e), (f) or (i) above; PROVIDED, HOWEVER, that any such
Lien shall be limited to all or part of the same Property that secured the
original Lien (together with improvements and accessions to such Property), and
the aggregate principal amount of Debt that is secured by such Lien shall not be
increased to an amount greater than the sum of:

          (1) the outstanding principal amount, or, if greater, the committed
     amount, of the Debt secured by Liens described under clause (e), (f) or (i)
     above, as the case may be, at the time the original Lien became a Permitted
     Lien under this Indenture, and

          (2) an amount necessary to pay any fees and expenses, including
     premiums and defeasance costs, incurred by the Parent or such Restricted
     Subsidiary in connection with such Refinancing; and

          (k) Liens in favor of the Parent, the Company or any of their
respective Restricted Subsidiaries;

          (l) Liens securing Hedging Obligations which Hedging Obligations
relate to Debt that is otherwise permitted to be Incurred under the terms of
this Indenture;

          (m) Liens on assets transferred to a Securitization Subsidiary on
assets of a Securitization Subsidiary Incurred in connection with a Permitted
Receivables Financing;

          (n) Liens arising from filing Uniform Commercial Code financing
statements regarding leases;

          (o) judgment Liens not giving rise to an Event of Default;

          (p) Liens securing the Notes and any Guarantees; and

          (q) Liens not otherwise permitted by clauses (a) through (p) above
securing Debt in an amount not to exceed $10.0 million.

          "PERMITTED RECEIVABLES FINANCING" means any receivables financing
facility or arrangement pursuant to which a Securitization Subsidiary purchases
or otherwise acquires accounts receivable and any assets related thereto,
including without limitation, all collateral securing such accounts receivable
and other assets (including contract rights) and all guarantees and other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets (including contract rights) which are customarily
transferred or in

                                       19
<Page>

respect of which security interests are granted, including with respect to asset
securitization transactions, of the Parent or any Restricted Subsidiary and
enters into a third party financing thereof on terms that the Board of Directors
has concluded as evidenced by a board resolution are customary and market terms
fair to the Parent and its Restricted Subsidiaries.

          "PERMITTED REFINANCING DEBT" means any Debt that Refinances any other
Debt, including any successive Refinancings, so long as:

          (a) such Debt is in an aggregate principal amount (or if Incurred with
original issue discount, an aggregate issue price) not in excess of the sum of:

          (1) the aggregate principal amount (or if Incurred with original issue
     discount, the aggregate accreted value) then outstanding of the Debt being
     Refinanced, and

          (2) an amount necessary to pay any accrued interest on the Debt being
     Refinanced and any fees and expenses, including premiums and defeasance
     costs, related to such Refinancing,

          (b) the Average Life of such Debt is equal to or greater than the
Average Life of the Debt being Refinanced,

          (c) the Stated Maturity of such Debt is no earlier than the Stated
Maturity of the Debt being Refinanced, and

          (d) the new Debt shall be subordinated in right of payment to the
Notes or Guarantees as applicable, if the Debt that is being Refinanced was
subordinated in right of payment to the Notes or Guarantees, as applicable;

          PROVIDED, HOWEVER, that Permitted Refinancing Debt shall not include:

          (x) Debt of a Subsidiary of the Parent that is not a Guarantor (other
than the Company) that Refinances Debt of the Company or a Guarantor, or

          (y) Debt of the Parent or a Restricted Subsidiary that Refinances Debt
of an Unrestricted Subsidiary.

          "PERMITTED TAX DISTRIBUTIONS" means the payment of any distributions
to permit direct or indirect beneficial owners of shares of Capital Stock of the
Parent to pay federal, state or local income tax liabilities arising from income
to the Parent and attributable to them solely as a result of the Parent's and
any intermediate entity through which the holder owns such shares being a
limited liability company, partnership or similar entity for federal income tax
purposes.

          "PERSON" means any individual, corporation, company (including any
limited liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

          "PREDECESSOR NOTE" of any particular Note means every previous Note
evidencing all or a portion of the same Debt as that evidenced by such
particular Note; and any Note authenticated and delivered under Section 2.07 in
lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same
Debt as the lost, destroyed or stolen Note.

          "PREFERRED STOCK" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person.

                                       20
<Page>

          "PREFERRED STOCK DIVIDENDS" means all dividends with respect to
Preferred Stock of Restricted Subsidiaries held by Persons other than the Parent
or a Wholly Owned Restricted Subsidiary or dividends paid or payable through the
issuance of additional shares of Capital Stock (other than Disqualified Stock).
The amount of any such dividend shall be equal to the quotient of such dividend
divided by the difference between one and the effective federal income rate
(expressed as a decimal number between 1 and 0) then applicable to the issuer of
such Preferred Stock.

          "PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.06(g)(i) hereof to be placed on all Notes issued under this Indenture except
as otherwise permitted by the provisions of this Indenture.

          "PRO FORMA" means, with respect to any calculation made or required to
be made pursuant to the terms hereof, a calculation performed in accordance with
Article 11 of Regulation S-X promulgated under the Securities Act, as
interpreted in good faith by the Board of Directors after consultation with the
independent certified public accountants of the Company, or otherwise a
calculation made in good faith by the Board of Directors after consultation with
the independent certified public accountants of the Company, as the case may be.

          "PRO FORMA COST SAVINGS" means, with respect to any period, the
reduction in net costs and related adjustments that (1) were directly
attributable to an acquisition that occurred during the four-quarter period or
after the end of the four-quarter period and on or prior to the determination
date and calculated on a basis that is consistent with Regulation S-X under the
Securities Act as in effect and applied as of the Issue Date; (2) were actually
implemented with respect to the acquisition within six months after the date of
the acquisition and prior to the determination date that are supportable and
quantifiable by underlying accounting records or (3) relate to the acquisition
and that the Board of Directors of the Parent and the Company reasonably
determines are probable and based upon specifically identifiable actions to be
taken within six months of the date of the acquisition and, in the case of each
of (1), (2) and (3), are described as provided below in an Officers'
Certificate, as if all such reductions in costs had been effected as of the
beginning of such period; PROVIDED that for any four quarter period beginning
prior to the first anniversary of the consummation of the Transactions, Pro
Forma Cost Savings in connection with the Transactions shall be the amounts set
forth on Schedule I hereto (less any cost savings that have actually been
realized). Pro Forma Costs Savings described above shall be established by a
certificate delivered to the Trustee from the Chief Financial Officer of the
Company that outlines the specific actions taken or to be taken and the net cost
savings achieved or to be achieved from each such action and, in the case of
clause (3) above, that states such savings have been determined to be probable.

          "PROPERTY" means, with respect to any Person, any interest of such
Person in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible, including Capital Stock in, and other securities of, any
other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

          "PURCHASE MONEY DEBT" means Debt:

          (a) consisting of the deferred purchase price of Property (including
Debt issued to any Person owning such Property), conditional sale obligations,
obligations under any title retention agreement, other purchase money
obligations and obligations in respect of industrial revenue bonds, in each case
where the maturity of such Debt does not exceed the anticipated useful life of
the Property being financed, and

          (b) Incurred to finance the acquisition (whether through the direct
purchase of Property or the Capital Stock of any Person owning such Property),
construction or lease by the Parent or a Restricted Subsidiary of such Property,
including additions and improvements thereto;

          PROVIDED, HOWEVER, that such Debt is Incurred within 180 days after
the acquisition, construction or lease of such Property by the Parent or such
Restricted Subsidiary.

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

                                       21
<Page>

          "REFERENCE TREASURY DEALER" means Citigroup Global Markets Inc., Bank
of America Securities LLC or Merrill Lynch & Co. Incorporated and their
respective successors; PROVIDED, HOWEVER, that if any of the foregoing shall
cease to be a primary U.S. Government Securities dealer in New York City (a
"PRIMARY TREASURY DEALER"), the Company shall substitute therefor another
Primary Treasury Dealer.

          "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and ask prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

          "REFINANCE" means, in respect of any Debt, to refinance, extend,
modify, restate, substitute, amend, renew, refund or Repay, or to issue other
Debt, in exchange or replacement for, such Debt. "Refinanced" and "Refinancing"
shall have correlative meanings.

          "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement dated as of the Issue Date, among the Company, the Guarantors and the
initial purchasers named therein, as such agreement may be amended, modified or
supplemented from time to time and, with respect to any Additional Notes, one or
more registration rights agreements between the Company and the other parties
thereto, as such agreement(s) may be amended, modified or supplemented from time
to time, relating to rights given by the Company to the purchasers of Additional
Notes to register such Additional Notes, or exchange such Additional Notes for
registered Notes, under the Securities Act.

          "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date means the applicable date specified as a "Record Date" on the face of the
Note.

          "REGULATION S" means Regulation S promulgated under the Securities
Act.

          "REGULATION S GLOBAL NOTE" means a Regulation S Temporary Global Note
or a Regulation S Permanent Global Note, as appropriate.

          "REGULATION S PERMANENT GLOBAL NOTE" means a Global Note in the form
of Exhibit A hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with and registered in the name of the Depositary or its
nominee that will be issued in a denomination equal to the outstanding principal
amount of the Regulation S Temporary Global Note upon expiration of the
Distribution Compliance Period.

          "REGULATION S TEMPORARY GLOBAL NOTE" means a Global Note in the form
of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend
and the Regulation S Temporary Global Note Legend and deposited with and
registered in the name of the Depositary or its nominee that will be issued in a
denomination equal to the outstanding principal amount of the Notes sold for
initial resale in reliance on Rule 903 of Regulation S.

          "REGULATION S TEMPORARY GLOBAL NOTE LEGEND" means the legend set forth
in Section 2.06(g)(iii) hereof to be placed on all Regulation S Temporary Global
Notes issued under this Indenture.

          "RELATED PARTY" means:

          (a) with respect to GTCR:

          (i) any investment fund controlled by or under common control with
GTCR, and any officer, director or employee of GTCR or any entity controlled by
or under common control with GTCR;

          (ii) any spouse or lineal descendant (including by adoption and
stepchildren) of the officers, directors and employees referred to in clause
(a)(i) above;

                                       22
<Page>

          (iii) any trust, corporation or partnership or other entity of which
80% in interest is held by beneficiaries, stockholders, partners or owners who
are one or more of the persons described in clauses (a)(i) or (ii) above;

          (b) with respect to any Management Investor, (i) any spouse or lineal
descendant (including by adoption and stepchildren) of such Management Investor
and (ii) any trust, corporation or partnership or other entity of which 80% in
interest is held by such Management Investor.

          "REPAY" means, in respect of any Debt, to repay, prepay, repurchase,
redeem, legally defease or otherwise retire such Debt. "Repayment" and "Repaid"
shall have correlative meanings. For purposes of Section 4.12 and the definition
of "Consolidated Interest Coverage Ratio," Debt shall be considered to have been
Repaid only to the extent the related loan commitment, if any, shall have been
permanently reduced in connection therewith.

          "REPRESENTATIVE" means the trustee, agent or representative expressly
authorized to act in such capacity, if any, for an issue of Senior Debt.

          "RESPONSIBLE OFFICER," when used with respect to the Trustee, means
any officer within the Corporate Trust Department of the Trustee (or any
successor group of the Trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject.

          "RESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes
bearing the Private Placement Legend.

          "RESTRICTED GLOBAL NOTES" means 144A Global Notes, IAI Global Notes
and Regulation S Global Notes.

          "RESTRICTED PAYMENT" means:

          (a) any dividend or distribution (whether made in cash, securities or
other Property) declared or paid on or with respect to any shares of Capital
Stock of the Parent or any Restricted Subsidiary (including any payment in
connection with any merger or consolidation with or into the Parent or any
Restricted Subsidiary), except for any dividend or distribution that is made
solely to the Parent or a Restricted Subsidiary (and, if such Restricted
Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other
shareholders of such Restricted Subsidiary on a pro rata basis or on a basis
that results in the receipt by the Parent or a Restricted Subsidiary of
dividends or distributions of greater value than it would receive on a pro rata
basis) or any dividend or distribution payable solely in shares of Capital Stock
(other than Disqualified Stock) of the Parent;

          (b) the purchase, repurchase, redemption, acquisition or retirement
for value of any Capital Stock of the Parent or any Restricted Subsidiary (other
than from the Parent, a Restricted Subsidiary or any non-Affiliate of the
Company that owns Capital Stock of the Parent or any Restricted Subsidiary) or
any direct or indirect parent entity or any securities exchangeable for or
convertible into any such Capital Stock, including the exercise of any option to
exchange any Capital Stock (other than for or into Capital Stock of the Parent
that is not Disqualified Stock);

          (c) the purchase, repurchase, redemption, acquisition or retirement
for value, prior to the date for any scheduled maturity, sinking fund or
amortization or other installment payment, of any Subordinated Obligation (other
than the purchase, repurchase or other acquisition of any Subordinated
Obligation purchased in anticipation of satisfying a scheduled maturity, sinking
fund or amortization or other installment obligation, in each case due within
one year of the date of acquisition); or

          (d) any Investment (other than Permitted Investments) in any Person.

          "RESTRICTED SUBSIDIARY" means Holdings, the Company and any other
Subsidiary of the Parent other than an Unrestricted Subsidiary.

                                       23
<Page>

          "RULE 144" means Rule 144 promulgated under the Securities Act.

          "RULE 144A" means Rule 144A promulgated under the Securities Act.

          "RULE 903" means Rule 903 promulgated under the Securities Act.

          "RULE 904" means Rule 904 promulgated under the Securities Act.

          "S&P" means Standard & Poor's Ratings Services or any successor to the
rating agency business thereof.

          "SALE AND LEASEBACK TRANSACTION" means any direct or indirect
arrangement relating to Property now owned or hereafter acquired whereby the
Parent or a Restricted Subsidiary transfers such Property to another Person and
the Parent or a Restricted Subsidiary leases it from such Person.

          "SECURITIES ACT" means the Securities Act of 1933, as amended.

          "SECURITIZATION SUBSIDIARY" means a Subsidiary of the Parent:

          (a) that is designated a "Securitization Subsidiary" by the Board of
Directors;

          (b) that does not engage in, and whose charter documents prohibit it
from engaging in, any activities other than Permitted Receivables Financings and
any activities necessary, incidental or related thereto;

          (c) no portion of the Debt or any other obligation, contingent or
otherwise, of which:

          (A) is guaranteed by the Parent, the Company or any Restricted
Subsidiary;

          (B) is recourse to or obligates the Parent, the Company or any
Restricted Subsidiary in any way, or

          (C) subjects any Property or asset of the Parent, the Company or any
Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than Standard Securitization Undertakings;

          (d) with respect to which neither the Parent, the Company nor any
Restricted Subsidiary (other than an Unrestricted Subsidiary) has any obligation
to maintain or preserve its financial condition or cause it to achieve certain
levels of operating results other than, in respect of clauses (c) and (d),
pursuant to customary representations, warranties, covenants and indemnities
entered into in connection with a Permitted Receivables Financing.

          "SENIOR CREDIT FACILITY" means the Debt represented by:

          (1) the Credit Agreement, dated as of the Issue Date, among Parent,
the Company, certain of their respective Subsidiaries, the lenders party
thereto, Citicorp North America, Inc., as Administrative Agent and Collateral
Agent, Bank of America, N.A., as Syndication Agent, and Merrill Lynch Capital, a
division of Merrill Lynch Business Financial Services, Inc., as Documentation
Agent, together with the related documents thereto (including, without
limitation, any guarantee agreements and security documents), as the same may be
amended, supplemented or otherwise modified from time to time, including
amendments, supplements, or modifications relating to the addition or
elimination of subsidiaries of the Company as borrowers, guarantors or other
credit parties thereunder; and

          (2) any renewal, extension, refunding, restructuring, replacement or
refinancing thereof (whether with the original Administrative Agent and lenders
or another administrative agent or agents or one or more other lenders and
whether provided under the original Senior Credit Facility or one or more other
credit or other agreements).

                                       24
<Page>

          "SENIOR DEBT" of the Company means:

          (a) all obligations consisting of the principal, premium, if any, and
accrued and unpaid interest (including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to the Company
whether or not post-filing interest is allowed in such proceeding) in respect
of:

          (1) Debt of the Company for borrowed money (including under the Senior
     Credit Facility), and

          (2) Debt of the Company evidenced by notes, debentures, bonds or other
     similar instruments permitted under this Indenture for the payment of which
     the Company is responsible or liable;

          (b) all Capital Lease Obligations of the Company and all Attributable
Debt in respect of Sale and Leaseback Transactions entered into by the Company;

          (c) all obligations of the Company (including under the Senior Credit
Facility)

          (1) for the reimbursement of any obligor on any letter of credit,
     banker's acceptance or similar credit transaction,

          (2) under Hedging Obligations, or

          (3) issued or assumed as the deferred purchase price of Property and
     all conditional sale obligations of the Company and all obligations under
     any title retention agreement permitted under this Indenture; and

          (d) all obligations of other Persons of the type referred to in
clauses (a), (b) and (c) for the payment of which the Company is responsible or
liable as Guarantor;

          PROVIDED, HOWEVER, that Senior Debt shall not include:

          (A) Debt of the Company that is by its terms subordinate or PARI PASSU
     in right of payment to the Notes, including any Senior Subordinated Debt or
     any Subordinated Obligations;

          (B) any Debt Incurred in violation of the provisions of this
     Indenture;

          (C) accounts payable or any other obligations of the Company to trade
     creditors created or assumed by the Company in the ordinary course of
     business in connection with the obtaining of materials or services
     (including Guarantees thereof or instruments evidencing such liabilities);

          (D) any liability for Federal, state, local or other taxes owed or
     owing by the Company;

          (E) any obligation of the Company to any Subsidiary; or

          (F) any obligations with respect to any Capital Stock of the Company.

          To the extent that any payment of Senior Debt (whether by or on behalf
of the Company as proceeds of security or enforcement or any right of setoff or
otherwise) is declared to be fraudulent or preferential, set aside or required
to be paid to a trustee, receiver or other similar party under any bankruptcy,
insolvency, receivership or similar law, then if such payment is recovered by,
or paid over to, such trustee, receiver or other similar party, the Senior Debt
or part thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding as if such payment had not occurred. "SENIOR DEBT" of
any Guarantor has a correlative meaning.

          "SENIOR SUBORDINATED DEBT" of the Company means the Notes and any
other subordinated Debt of the Company that specifically provides that such Debt
is to rank PARI PASSU with the Notes and is not subordinated

                                       25
<Page>

by its terms to any other subordinated Debt or other obligation of the Company
which is not Senior Debt. "SENIOR SUBORDINATED DEBT" of any Guarantor has a
correlative meaning.

          "SHELF REGISTRATION STATEMENT" means the registration statement
relating to the registration of the Notes under Rule 415 of the Securities Act,
as may be set forth in a Registration Rights Agreement.

          "SIGNIFICANT RESTRICTED SUBSIDIARY" means any Restricted Subsidiary
that would be a "significant subsidiary" of the Company within the meaning of
Rule 1-02 under Regulation S-X promulgated by the Commission.

          "SPECIAL INTEREST" has the meaning set forth in a Registration Rights
Agreement relating to amounts to be paid in the event the Company fails to
satisfy certain conditions set forth herein. For all purposes of this Indenture,
the term "interest" shall include Special Interest, if any, with respect to the
Notes.

          "STANDARD SECURITIZATION UNDERTAKINGS" means representations,
warranties, covenants and indemnities entered into by the Parent or any of its
Restricted Subsidiaries which are reasonably and customary in the securitization
of receivables transactions.

          "STATED MATURITY" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase
of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

          "SUBORDINATED OBLIGATION" means any Debt of the Company or any
Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is
subordinate or junior in right of payment to the Notes or the applicable
Guarantee pursuant to a written agreement to that effect.

          "SUBSIDIARY" means, in respect of any Person, any corporation, company
(including any limited liability company), association, partnership, joint
venture or other business entity of which at least a majority of the total
voting power of the Voting Stock is at the time owned or controlled, directly or
indirectly, by:

          (a) such Person;

          (b) such Person and one or more Subsidiaries of such Person; or

          (c) one or more Subsidiaries of such Person.

           "SURVIVING PERSON" means the surviving Person formed by a merger,
consolidation or amalgamation and, for purposes of Section 5.01, a Person to
whom all or substantially all of the Property of the Company or a Guarantor is
sold, transferred, assigned, leased, conveyed or otherwise disposed.

          "TIA" means the Trust Indenture Act of 1939, as amended, and the rules
and regulations thereunder.

          "TRANSACTIONS" means the purchase of all of the outstanding capital
stock of Bonita Bay Holdings, Inc., the offering of $210,000,000 of the Notes
and the entering into of the Senior Credit Facility.

          "TREASURY RATE" means, with respect to any redemption date, the rate
per annum equal to the yield to maturity of the Comparable Treasury Issue,
compounded semi-annually, assuming a price for such Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

                                       26
<Page>

          "TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

          "UNRESTRICTED DEFINITIVE NOTES" means one or more Definitive Notes
that do not and are not required to bear the Private Placement Legend.

          "UNRESTRICTED GLOBAL NOTES" means one or more Global Notes that do not
and are not required to bear the Private Placement Legend and are deposited with
and registered in the name of the Depositary or its nominee.

          "UNRESTRICTED SUBSIDIARY" means:

          (a) any Subsidiary of the Company that is designated after the Issue
Date as an Unrestricted Subsidiary as permitted or required pursuant to Section
4.17 and is not thereafter redesignated as a Restricted Subsidiary as permitted
pursuant thereto; and

          (b) any Subsidiary of an Unrestricted Subsidiary.

          "U.S. GOVERNMENT OBLIGATIONS" means obligations issued or directly and
fully guaranteed or insured (or certificates representing an ownership interest
in such obligations) of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of
the United States of America is pledged.

          "VOTING STOCK" of any Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or other voting
members of the governing body of such Person.

          "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

          (1)     the sum of the products obtained by multiplying (a) the amount
     of each then remaining installment, sinking fund, serial maturity or other
     required payments of principal, including payment at final maturity, in
     respect of the Indebtedness, by (b) the number of years (calculated to the
     nearest one-twelfth) that will elapse between such date and the making of
     such payment; by

          (2)     the then outstanding principal amount of such Indebtedness.

          "WHOLLY OWNED RESTRICTED SUBSIDIARY" means, at any time, a Restricted
Subsidiary all the Voting Stock of which (except directors' qualifying shares)
is at such time owned, directly or indirectly, by the Company and its other
Wholly Owned Subsidiaries.

SECTION 1.02.     OTHER DEFINITIONS.

<Table>
<Caption>
                                                                      Defined in
          Term                                                         Section
          ----                                                         -------
          <S>                                                            <C>
          "Acceleration Notice"..........................................6.02
          "Affiliate Transaction"........................................4.14
          "Authentication Order".........................................2.02
          "Benefited Party"..............................................10.01
          "Change of Control Offer"......................................4.18
          "Change of Control Amount".....................................4.18
          "Covenant Defeasance"..........................................8.03
          "DTC"..........................................................2.03
</Table>

                                       27
<Page>

<Table>
          <S>                                                            <C>
          "Event of Default".............................................6.01
          "Legal Defeasance".............................................8.02
          "losses".......................................................7.07
          "Offer Amount".................................................3.09
          "Offer Period".................................................3.09
          "Offer to Purchase"............................................3.09
          "Paying Agent".................................................2.03
          "Payment Blockage Notice"......................................12.03
          "Payment Blockage Period"......................................12.03
          "pay the Notes"................................................12.03
          "Prepayment Offer".............................................4.12
          "Purchase Date"................................................3.09
          "Purchase Price"...............................................3.09
          "Registrar"....................................................2.03
          "Security Register"............................................2.03
</Table>

SECTION 1.03.     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

     (a)  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

     (b)  The following TIA terms used in this Indenture have the following
meanings:

          "INDENTURE SECURITIES" means the Notes and the Guarantees;

          "INDENTURE SECURITY HOLDER" means a Holder of a Note;

          "INDENTURE TO BE QUALIFIED" means this Indenture;

          "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee; and

          "OBLIGOR" on the Notes means the Company and any successor obligor
upon the Notes.

     (c)  All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule under
the TIA and not otherwise defined herein have the meanings so assigned to them
either in the TIA, by another statute or Commission rule, as applicable.

SECTION 1.04.     RULES OF CONSTRUCTION.

     (a)  Unless the context otherwise requires:

               (i)  a term has the meaning assigned to it;

              (ii)  an accounting term not otherwise defined herein has the
          meaning assigned to it in accordance with GAAP;

             (iii)  "or" is not exclusive;

              (iv)  words in the singular include the plural, and in the plural
          include the singular;

               (v)  all references in this instrument to "Articles," "Sections"
          and other subdivisions are to the designated Articles, Sections and
          subdivisions of this instrument as originally executed;

              (vi)  the words "herein," "hereof" and "hereunder" and other words
          of similar import refer to this Indenture as a whole and not to any
          particular Article, Section or other subdivision.

                                       28
<Page>

             (vii)  "including" means "including without limitation;"

            (viii)  provisions apply to successive events and transactions;
          and

              (ix)  references to sections of or rules under the Securities Act,
          the Exchange Act or the TIA shall be deemed to include substitute,
          replacement or successor sections or rules adopted by the Commission
          from time to time thereunder.

                                   ARTICLE 2.

                                    THE NOTES

SECTION 2.01.     FORM AND DATING.

     (a)  GENERAL. The Notes and the Trustee's certificate of authentication
shall be substantially in the form included in Exhibit A hereto, which is hereby
incorporated in and expressly made part of this Indenture. The Notes may have
notations, legends or endorsements required by law, exchange rule or usage in
addition to those set forth on Exhibit A. Each Note shall be dated the date of
its authentication. The Notes shall be in denominations of $1,000 and integral
multiples thereof. The terms and provisions contained in the Notes shall
constitute a part of this Indenture and the Company, the Guarantors and the
Trustee, by their execution and delivery of this Indenture, expressly agree to
such terms and provisions and to be bound thereby. To the extent any provision
of any Note conflicts with the express provisions of this Indenture, the
provisions of this Indenture shall govern and be controlling.

     (b)  FORM OF NOTES. Notes issued in global form shall be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note shall represent such aggregate principal amount of
the outstanding Notes as shall be specified therein and each shall provide that
it shall represent the aggregate principal amount of outstanding Notes from time
to time endorsed thereon and that the aggregate principal amount of outstanding
Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions and transfers of interests
therein. Any endorsement of a Global Note to reflect the amount of any increase
or decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

          (c) TEMPORARY GLOBAL NOTES. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian for
the Depositary, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Distribution Compliance Period shall be
terminated upon the receipt by the Trustee of (i) a written certificate from the
Depositary, together with copies of certificates from Euroclear and Clearstream
certifying that they have received certification of non-United States beneficial
ownership of 100% of the aggregate principal amount of the Regulation S
Temporary Global Note (except to the extent of any beneficial owners thereof who
acquired an interest therein during the Distribution Compliance Period pursuant
to another exemption from registration under the Securities Act and who will
take delivery of a beneficial ownership interest in a Global Note, bearing a
Private Placement Legend, all as contemplated by Section 2.06(b) hereof), and
(ii) an Officers' Certificate from the Company. Following the termination of the
Distribution Compliance Period, beneficial interests in the Regulation S
Temporary Global Note shall be exchanged for beneficial interests in the
Regulation S Permanent Global Note pursuant to the Applicable Procedures.
Simultaneously with the authentication of the Regulation S Permanent Global
Note, the Trustee shall cancel the Regulation S Temporary Global Note. The
aggregate principal amount of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Notes may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interests as
hereinafter provided.

                                       29
<Page>

     (d)  BOOK-ENTRY PROVISIONS. This Section 2.01(d) shall apply only to Global
Notes deposited with the Trustee, as custodian for the Depositary. Participants
and Indirect Participants shall have no rights under this Indenture or any
Global Note with respect to any Global Note held on their behalf by the
Depositary or by the Trustee as custodian for the Depositary, and the Depositary
shall be treated by the Company, the Trustee and any agent of the Company or the
Trustee as the absolute owner of such Global Note for all purposes whatsoever.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the
Trustee or any agent of the Company or the Trustee from giving effect to any
written certification, proxy or other authorization furnished by the Depositary
or impair, as between the Depositary and its Participants or Indirect
Participants, the Applicable Procedures or the operation of customary practices
of the Depositary governing the exercise of the rights of a holder of a
beneficial interest in any Global Note.

     (e)  EUROCLEAR AND CLEARSTREAM PROCEDURES APPLICABLE. The provisions of the
"Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in Global Notes that are held by Participants
through Euroclear or Clearstream.

SECTION 2.02.     EXECUTION AND AUTHENTICATION.

     (a)  One Officer shall execute the Notes on behalf of the Company by manual
or facsimile signature.

     (b)  If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated by the Trustee, the Note shall nevertheless
be valid.

     (c)  A Note shall not be valid until authenticated by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been authenticated under this Indenture.

     (d)  The Trustee shall, upon a written order of the Company signed by an
Officer (an "AUTHENTICATION ORDER"), authenticate Notes for issuance.

     (e)  The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. Unless otherwise provided in such appointment, an
authenticating agent may authenticate Notes whenever the Trustee may do so. Each
reference in this Indenture to authentication by the Trustee includes
authentication by such agent. An authenticating agent shall have the same rights
as the Trustee to deal with Holders, the Company or an Affiliate of the Company.

SECTION 2.03.     REGISTRAR AND PAYING AGENT.

     (a)  The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("REGISTRAR") and an
office or agency where Notes may be presented for payment ("PAYING AGENT"). The
Registrar shall keep a register (the "SECURITY REGISTER") of the Notes and of
their transfer and exchange. The Company may appoint one or more co-registrars
and one or more additional paying agents. The term "Registrar" includes any
co-registrar and the term "Paying Agent" includes any additional paying agent.
The Company may change any Paying Agent or Registrar without notice to any
Holder. The Company shall notify the Trustee in writing of the name and address
of any Agent not a party to this Indenture. If the Company fails to appoint or
maintain another entity as Registrar or Paying Agent, the Trustee shall act as
such. The Company or any of its Subsidiaries may act as Paying Agent or
Registrar.

     (b)  The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

     (c)  The Company initially appoints the Trustee to act as Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes, and the
Trustee hereby agrees so to initially act.

                                       30
<Page>

SECTION 2.04.     PAYING AGENT TO HOLD MONEY IN TRUST.

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium, if any, or interest on the Notes, and shall notify the
Trustee of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all funds held
by it relating to the Notes to the Trustee. The Company at any time may require
a Paying Agent to pay all funds held by it to the Trustee. Upon payment over to
the Trustee, the Paying Agent (if other than the Company or a Subsidiary) shall
have no further liability for such funds. If the Company or a Subsidiary acts as
Paying Agent, it shall segregate and hold in a separate trust fund for the
benefit of the Holders all funds held by it as Paying Agent. Upon any Event of
Default under Sections 6.01(h) and (i) hereof relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05.     HOLDER LISTS.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish or cause to be furnished to the
Trustee at least seven Business Days before each Interest Payment Date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date or such shorter time as the Trustee may allow, as the Trustee
may reasonably require of the names and addresses of the Holders and the Company
shall otherwise comply with TIA Section 312(a).

SECTION 2.06.     TRANSFER AND EXCHANGE.

     (a)  TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes shall be exchanged
by the Company for Definitive Notes if: (1) at any time the Depositary notifies
the Company that it is unwilling or unable to continue to act as Depositary for
the Global Notes or if at any time the Depositary shall no longer be eligible to
act as such because it ceases to be a clearing agency registered under the
Exchange Act, and, in either case, the Company shall not have appointed a
successor Depositary within 120 days after the Company receives such notice or
becomes aware of such ineligibility, (2) the Company, at its option, determines
that the Global Notes shall be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee or (3) upon written request of a
Holder or the Trustee if a Default or Event of Default shall have occurred and
be continuing. Upon the occurrence of any of the events set forth in clauses
(1), (2) or (3) above, the Company shall execute, and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate and deliver, Definitive Notes, in authorized denominations, in an
aggregate principal amount equal to the principal amount of the Global Notes in
exchange for such Global Notes. Global Notes also may be exchanged or replaced,
in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Except as
provided above, every Note authenticated and delivered in exchange for, or in
lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a), and beneficial interests in
a Global Note may not be transferred and exchanged other than as provided in
Section 2.06(b), (c) or (f) hereof.

          In no event shall the Regulation S Temporary Global Note be exchanged
by the Company for Definitive Notes prior to (x) the expiration of the
Distribution Compliance Period and (y) the receipt by the Registrar of any
certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities
Act.

     (b)  TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE GLOBAL NOTES. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in Global Notes also shall require compliance with either
clause (i) or (ii) below, as applicable, as well as one or more of the other
following clauses, as applicable:

                                       31
<Page>

        (i)  TRANSFER OF BENEFICIAL INTERESTS IN THE SAME GLOBAL NOTE.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend and any Applicable
     Procedures; PROVIDED, HOWEVER, that prior to the expiration of the
     Distribution Compliance Period, transfers of beneficial interests in the
     Regulation S Temporary Global Note may not be made to or for the account or
     benefit of a "U.S. Person" (as defined in Rule 902(k) of Regulation S)
     (other than a "distributor" (as defined in Rule 902(d) of the Regulation
     S)). Beneficial interests in any Unrestricted Global Note may be
     transferred to Persons who take delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note. Except as may be
     required by any Applicable Procedures, no written orders or instructions
     shall be required to be delivered to the Registrar to effect the transfers
     described in this Section 2.06(b)(i).

       (ii)  ALL OTHER TRANSFERS AND EXCHANGES OF BENEFICIAL INTERESTS IN GLOBAL
     NOTES. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either: (A) both
     (1) a written order from a Participant or an Indirect Participant given to
     the Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) both (1) if permitted
     under Section 2.06(a), a written order from a Participant or an Indirect
     Participant given to the Depositary in accordance with the Applicable
     Procedures directing the Depositary to cause to be issued a Definitive Note
     in an amount equal to the beneficial interest to be transferred or
     exchanged and (2) instructions given by the Depositary to the Registrar
     containing information regarding the Person in whose name such Definitive
     Note shall be registered to effect the transfer or exchange referred to in
     (B)(1) above; PROVIDED that in no event shall Definitive Notes be issued
     upon the transfer or exchange of beneficial interests in the Regulation S
     Temporary Global Note prior to (x) the expiration of the Distribution
     Compliance Period and (y) the receipt by the Registrar of any certificates
     required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act. Upon
     consummation of an Exchange Offer by the Company in accordance with Section
     2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be
     deemed to have been satisfied upon receipt by the Registrar of the
     instructions contained in the Letter of Transmittal delivered by the Holder
     of such beneficial interests in the Restricted Global Notes. Upon
     satisfaction of all of the requirements for transfer or exchange of
     beneficial interests in Global Notes contained in this Indenture and the
     Notes or otherwise applicable under the Securities Act, the Trustee shall
     adjust the principal amount of the relevant Global Note(s) pursuant to
     Section 2.06(h) hereof.

      (iii)  TRANSFER OF BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE TO
     ANOTHER RESTRICTED GLOBAL NOTE. A holder of a beneficial interest in a
     Restricted Global Note may transfer such beneficial interest to a Person
     who takes delivery thereof in the form of a beneficial interest in another
     Restricted Global Note if the transfer complies with the requirements of
     Section 2.06(b)(ii) above and the Registrar receives the following:

               (A) if the transferee will take delivery in the form of a
          beneficial interest in the 144A Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof or, if permitted by the Applicable
          Procedures, item (3) thereof;

               (B) if the transferee will take delivery in the form of a
          beneficial interest in a Regulation S Global Note, then the transferor
          must deliver a certificate in the form of Exhibit B hereto, including
          the certifications in item (2) thereof; and

               (C) if the transferee is required by the Applicable Procedures to
          take delivery in the form of a beneficial interest in the IAI Global
          Note, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications and certificates and
          Opinion of Counsel required by item (3) thereof, if applicable.

                                       32
<Page>

        (iv)  TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS IN A RESTRICTED
     GLOBAL NOTE FOR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE. A
     holder of a beneficial interest in a Restricted Global Note may exchange
     such beneficial interest for a beneficial interest in an Unrestricted
     Global Note or may transfer such beneficial interest to a Person who takes
     delivery thereof in the form of a beneficial interest in an Unrestricted
     Global Note only if the exchange or transfer complies with the requirements
     of Section 2.06(b)(ii) above and:

               (A) such exchange or transfer is effected pursuant to an Exchange
          Offer in accordance with a Registration Rights Agreement and the
          holder of the beneficial interest, in the case of an exchange, or the
          transferee, in the case of a transfer, makes any and all
          certifications required in the applicable Letter of Transmittal (or is
          deemed to have made such certifications if delivery is made through
          the Applicable Procedures) as may be required by such Registration
          Rights Agreement;

               (B) such transfer is effected pursuant to a Shelf Registration
          Statement in accordance with a Registration Rights Agreement;

               (C) such transfer is effected by a broker-dealer pursuant to an
          Exchange Offer Registration Statement in accordance with a
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

               (1) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          beneficial interest in an Unrestricted Global Note, a certificate from
          such holder in the form of Exhibit C hereto, including the
          certifications in item (1)(a) thereof; or

               (2) if the holder of such beneficial interest in a Restricted
          Global Note proposes to transfer such beneficial interest to a Person
          who shall take delivery thereof in the form of a beneficial interest
          in an Unrestricted Global Note, a certificate from such holder in the
          form of Exhibit B hereto, including the certifications in item (4)
          thereof;

          and, in each such case set forth in this clause (D), if the Registrar
          so requests or if the Applicable Procedures so require, an Opinion of
          Counsel in form reasonably acceptable to the Registrar to the effect
          that such exchange or transfer complies with the Securities Act and
          that the restrictions on transfer contained herein and in the Private
          Placement Legend are no longer required in order to maintain
          compliance with the Securities Act.

          If any such transfer is effected pursuant to clause (B) or (D) above
     at a time when an Unrestricted Global Note has not yet been issued, the
     Company shall execute and, upon receipt of an Authentication Order in
     accordance with Section 2.02 hereof, the Trustee shall authenticate one or
     more Unrestricted Global Notes in an aggregate principal amount equal to
     the aggregate principal amount of beneficial interests transferred pursuant
     to clause (B) or (D) above.

         (v)  TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS IN AN UNRESTRICTED
     GLOBAL NOTE FOR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE
     PROHIBITED. Beneficial interests in an Unrestricted Global Note may not be
     exchanged for, or transferred to Persons who take delivery thereof in the
     form of, beneficial interests in a Restricted Global Note.

     (c)  TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN GLOBAL NOTES FOR
DEFINITIVE NOTES.

         (i)  TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
     NOTES TO RESTRICTED DEFINITIVE NOTES. Subject to Section 2.06(a) hereof, if
     any holder of a beneficial interest in a Restricted

                                       33
<Page>

     Global Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Restricted Definitive Note, then,
     upon receipt by the Registrar of the following documentation:

               (A) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          Restricted Definitive Note, a certificate from such holder in the form
          of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A, a certificate to the effect set forth in
          Exhibit B hereto, including the certifications in item (1) thereof;

               (C) if such beneficial interest is being transferred to a
          "Non-U.S. Person" in an offshore transaction (as defined in Section
          902(k) of Regulation S) in accordance with Rule 903 or Rule 904, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (2) thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144 under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (3)(a) thereof;

               (E) if such beneficial interest is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in clauses (B) through (D) above, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3)(d) thereof,
          if applicable;

               (F) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof, or

               (G) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

     the Trustee shall reduce or cause to be reduced in a corresponding amount
     pursuant to Section 2.06(h) hereof, the aggregate principal amount of the
     applicable Restricted Global Note, and the Company shall execute and, upon
     receipt of an Authentication Order in accordance with Section 2.02 hereof,
     the Trustee shall authenticate and deliver a Restricted Definitive Note in
     the appropriate principal amount to the Person designated by the holder of
     such beneficial interest in the instructions delivered to the Registrar by
     the Depositary and the applicable Participant or Indirect Participant on
     behalf of such holder. Any Restricted Definitive Note issued in exchange
     for beneficial interests in a Restricted Global Note pursuant to this
     Section 2.06(c)(i) shall be registered in such name or names and in such
     authorized denomination or denominations as the holder of such beneficial
     interest shall designate in such instructions. The Trustee shall deliver
     such Restricted Definitive Notes to the Persons in whose names such Notes
     are so registered. Any Restricted Definitive Note issued in exchange for a
     beneficial interest in a Restricted Global Note pursuant to this Section
     2.06(c)(i) shall bear the Private Placement Legend and shall be subject to
     all restrictions on transfer contained therein.

     Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a beneficial
     interest in the Regulation S Temporary Global Note may not be exchanged for
     a Definitive Note or transferred to a Person who takes delivery

                                       34
<Page>

     thereof in the form of a Definitive Note prior to (x) the expiration of the
     Distribution Compliance Period and (y) the receipt by the Registrar of any
     certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
     Securities Act, except in the case of a transfer pursuant to an exemption
     from the registration requirements of the Securities Act other than Rule
     903 or Rule 904.

        (ii)  TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS IN RESTRICTED GLOBAL
     NOTES TO UNRESTRICTED DEFINITIVE NOTES. Subject to Section 2.06(a) hereof,
     a holder of a beneficial interest in a Restricted Global Note may exchange
     such beneficial interest for an Unrestricted Definitive Note or may
     transfer such beneficial interest to a Person who takes delivery thereof in
     the form of an Unrestricted Definitive Note only if:

               (A) such exchange or transfer is effected pursuant to an Exchange
          Offer in accordance with a Registration Rights Agreement and the
          holder of such beneficial interest, in the case of an exchange, or the
          transferee, in the case of a transfer, makes any and all
          certifications in the applicable Letter of Transmittal (or is deemed
          to have made such certifications if delivery is made through the
          Applicable Procedures) as may be required by such Registration Rights
          Agreement;

               (B) such transfer is effected pursuant to a Shelf Registration
          Statement in accordance with a Registration Rights Agreement;

               (C) such transfer is effected by a broker-dealer pursuant to an
          Exchange Offer Registration Statement in accordance with a
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

               (1) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for an
          Unrestricted Definitive Note, a certificate from such holder in the
          form of Exhibit C hereto, including the certifications in item (1)(b)
          thereof; or

               (2) if the holder of such beneficial interest in a Restricted
          Global Note proposes to transfer such beneficial interest to a Person
          who shall take delivery thereof in the form of an Unrestricted
          Definitive Note, a certificate from such holder in the form of Exhibit
          B hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this clause (D), if the Registrar
          so requests or if the Applicable Procedures so require, an Opinion of
          Counsel in form reasonably acceptable to the Registrar to the effect
          that such exchange or transfer complies with the Securities Act and
          that the restrictions on transfer contained herein and in the Private
          Placement Legend are no longer required in order to maintain
          compliance with the Securities Act.

          Upon satisfaction of any of the conditions of any of the clauses of
     this Section 2.06(c)(ii), the Company shall execute and, upon receipt of an
     Authentication Order in accordance with Section 2.02 hereof, the Trustee
     shall authenticate and deliver an Unrestricted Definitive Note in the
     appropriate principal amount to the Person designated by the holder of such
     beneficial interest in instructions delivered to the Registrar by the
     Depositary and the applicable Participant or Indirect Participant on behalf
     of such holder, and the Trustee shall reduce or cause to be reduced in a
     corresponding amount pursuant to Section 2.06(h), the aggregate principal
     amount of the applicable Restricted Global Note.

       (iii)  TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS IN UNRESTRICTED
     GLOBAL NOTES TO UNRESTRICTED DEFINITIVE NOTES. Subject to Section 2.06(a)
     hereof, if any holder of a beneficial interest in an Unrestricted Global
     Note proposes to exchange such beneficial interest for an Unrestricted
     Definitive Note or to transfer

                                       35
<Page>

     such beneficial interest to a Person who takes delivery thereof in the form
     of an Unrestricted Definitive Note, then, upon satisfaction of the
     applicable conditions set forth in Section 2.06(b)(ii) hereof, the Trustee
     shall reduce or cause to be reduced in a corresponding amount pursuant to
     Section 2.06(h) hereof, the aggregate principal amount of the applicable
     Unrestricted Global Note, and the Company shall execute, and, upon receipt
     of an Authentication Order in accordance with Section 2.02 hereof, the
     Trustee shall authenticate and deliver an Unrestricted Definitive Note in
     the appropriate principal amount to the Person designated by the holder of
     such beneficial interest in instructions delivered to the Registrar by the
     Depositary and the applicable Participant or Indirect Participant on behalf
     of such holder. Any Unrestricted Definitive Note issued in exchange for a
     beneficial interest pursuant to this Section 2.06(c)(iii) shall be
     registered in such name or names and in such authorized denomination or
     denominations as the holder of such beneficial interest shall designate in
     such instructions. The Trustee shall deliver such Unrestricted Definitive
     Notes to the Persons in whose names such Notes are so registered. Any
     Unrestricted Definitive Note issued in exchange for a beneficial interest
     pursuant to this Section 2.06(c)(iii) shall not bear the Private Placement
     Legend.

     (d)  TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL INTERESTS IN
THE GLOBAL NOTES.

         (i)  TRANSFER OR EXCHANGE OF RESTRICTED DEFINITIVE NOTES TO BENEFICIAL
     INTERESTS IN RESTRICTED GLOBAL NOTES. If any holder of a Restricted
     Definitive Note proposes to exchange such Restricted Definitive Note for a
     beneficial interest in a Restricted Global Note or to transfer such
     Restricted Definitive Notes to a Person who takes delivery thereof in the
     form of a beneficial interest in a Restricted Global Note, then, upon
     receipt by the Registrar of the following documentation:

               (A) if the holder of such Restricted Definitive Note proposes to
          exchange such Restricted Definitive Note for a beneficial interest in
          a Restricted Global Note, a certificate from such holder in the form
          of Exhibit C hereto, including the certifications in item (2)(b)
          thereof;

               (B) if such Restricted Definitive Note is being transferred to a
          QIB in accordance with Rule 144A, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (1)
          thereof;

               (C) if such Restricted Definitive Note is being transferred to a
          "non-U.S. Person" in an offshore transaction (as defined in Rule
          902(k) of Regulation S) in accordance with Rule 903 or Rule 904, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (2) thereof;

               (D) if such Restricted Definitive Note is being transferred
          pursuant to an exemption from the registration requirements of the
          Securities Act in accordance with Rule 144, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications in
          item (3)(a) thereof;

               (E) if such Restricted Definitive Note is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in clauses (B) through (D) above, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3)(d) thereof,
          if applicable; or

               (F) if such Restricted Definitive Note is being transferred to
          the Company or any of its Subsidiaries, a certificate to the effect
          set forth in Exhibit B hereto, including the certifications in item
          (3)(b) thereof,

               (G) if such Restricted Definitive Note is being transferred
          pursuant to an effective registration statement under the Securities
          Act, a certificate to the

                                       36
<Page>

          effect set forth in Exhibit B hereto, including the certifications in
          item (3)(c) thereof,

     the Trustee shall cancel the Restricted Definitive Note, increase or cause
     to be increased in a corresponding amount pursuant to Section 2.06(h)
     hereof, the aggregate principal amount of, in the case of clause (A) above,
     the appropriate Restricted Global Note, in the case of clause (B) above, a
     144A Global Note, in the case of clause (C) above, a Regulation S Global
     Note, and in all other cases, a IAI Global Note.

        (ii)  TRANSFER OR EXCHANGE OF RESTRICTED DEFINITIVE NOTES TO BENEFICIAL
     INTERESTS IN UNRESTRICTED GLOBAL NOTES. A holder of a Restricted Definitive
     Note may exchange such Restricted Definitive Note for a beneficial interest
     in an Unrestricted Global Note or transfer such Restricted Definitive Note
     to a Person who takes delivery thereof in the form of a beneficial interest
     in an Unrestricted Global Note only if:

               (A) such exchange or transfer is effected pursuant to an Exchange
          Offer in accordance with a Registration Rights Agreement and the
          holder of such beneficial interest, in the case of an exchange, or the
          transferee, in the case of a transfer, makes any and all
          certifications in the applicable Letter of Transmittal (or is deemed
          to have made such certifications if delivery is made through the
          Applicable Procedures) as may be required by such Registration Rights
          Agreement;

               (B) such transfer is effected pursuant to a Shelf Registration
          Statement in accordance with a Registration Rights Agreement;

               (C) such transfer is effected by a broker-dealer pursuant to an
          Exchange Offer Registration Statement in accordance with a
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

               (1) if the holder of such Restricted Definitive Note proposes to
          exchange such Restricted Definitive Note for a beneficial interest in
          an Unrestricted Global Note, a certificate from such holder in the
          form of Exhibit C hereto, including the certifications in item (1)(c)
          thereof; or

               (2) if the holder of such Restricted Definitive Note proposes to
          transfer such Restricted Definitive Note to a Person who shall take
          delivery thereof in the form of a beneficial interest in an
          Unrestricted Global Note, a certificate from such Holder in the form
          of Exhibit B hereto, including the certifications in item (4) thereof;

          and, in each such case set forth in this clause (D), if the Registrar
          so requests or if the Applicable Procedures so require, an Opinion of
          Counsel in form reasonably acceptable to the Registrar to the effect
          that such exchange or transfer shall be effected in compliance with
          the Securities Act and that the restrictions on transfer contained
          herein and in the Private Placement Legend shall no longer be required
          in order to maintain compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the clauses in this
     Section 2.06(d)(ii), the Trustee shall cancel such Restricted Definitive
     Note and increase or cause to be increased in a corresponding amount
     pursuant to Section 2.06(h) hereof, the aggregate principal amount of the
     Unrestricted Global Note.

       (iii)  TRANSFER OR EXCHANGE OF UNRESTRICTED DEFINITIVE NOTES TO
     BENEFICIAL INTERESTS IN UNRESTRICTED GLOBAL NOTES. A holder of an
     Unrestricted Definitive Note may exchange such Unrestricted Definitive Note
     for a beneficial interest in an Unrestricted Global Note or transfer such
     Unrestricted Definitive Note to a Person who takes delivery thereof in the
     form of a beneficial interest in an Unrestricted Global Note at any time.
     Upon receipt of a request for such an exchange or transfer, the Trustee
     shall cancel the applicable

                                       37
<Page>

     Unrestricted Definitive Note and increase or cause to be increased in a
     corresponding amount pursuant to Section 2.06(h) hereof the aggregate
     principal amount of one of the Unrestricted Global Notes.

        (iv)  TRANSFER OR EXCHANGE OF UNRESTRICTED DEFINITIVE NOTES TO
     BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES PROHIBITED. An Unrestricted
     Definitive Note may not be exchanged for, or transferred to Persons who
     take delivery thereof in the form of, beneficial interests in a Restricted
     Global Note.

         (v)  ISSUANCE OF UNRESTRICTED GLOBAL NOTES. If any such exchange or
     transfer of a Definitive Note for a beneficial interest in an Unrestricted
     Global Note is effected pursuant to clause (ii)(B), (ii)(D) or (iii) at a
     time when an Unrestricted Global Note has not yet been issued, the Company
     shall issue and, upon receipt of an Authentication Order in accordance with
     Section 2.02 hereof, the Trustee shall authenticate one or more
     Unrestricted Global Notes in an aggregate principal amount equal to the
     principal amount of Definitive Notes so transferred.

     (e)  TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR DEFINITIVE NOTES. Upon
request by a holder of Definitive Notes and such holder's compliance with the
provisions of this Section 2.06(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such holder. In
addition, the requesting holder shall provide any additional certifications,
documents and information, as applicable, required pursuant to the following
provisions of this Section 2.06(e).

         (i)  TRANSFER OF RESTRICTED DEFINITIVE NOTES TO RESTRICTED DEFINITIVE
     NOTES. Any Restricted Definitive Note may be transferred to and registered
     in the name of Persons who take delivery thereof in the form of a
     Restricted Definitive Note if the Registrar receives the following:

               (A) if the transfer will be made pursuant to Rule 144A, a
          certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof;

               (B) if the transfer will be made pursuant to Rule 903 or Rule
          904, a certificate in the form of Exhibit B hereto, including the
          certifications in item (2) thereof; and

               (C) if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, a
          certificate in the form of Exhibit B hereto, including the
          certifications, certificates and Opinion of Counsel required by item
          (3) thereof, if applicable.

        (ii)  TRANSFER OR EXCHANGE OF RESTRICTED DEFINITIVE NOTES TO
     UNRESTRICTED DEFINITIVE NOTES. Any Restricted Definitive Note may be
     exchanged by the holder thereof for an Unrestricted Definitive Note or
     transferred to a Person or Persons who take delivery thereof in the form of
     an Unrestricted Definitive Note only if:

               (A) such exchange or transfer is effected pursuant to an Exchange
          Offer in accordance with a Registration Rights Agreement and the
          holder, in the case of an exchange, or the transferee, in the case of
          a transfer, makes any and all certifications in the applicable Letter
          of Transmittal (or is deemed to have made such certifications if
          delivery is made through the Applicable Procedures) as may be required
          by a Registration Rights Agreement;

               (B) any such transfer is effected pursuant to a Shelf
          Registration Statement in accordance with a Registration Rights
          Agreement;

                                       38
<Page>

               (C) any such transfer is effected by a broker-dealer pursuant to
          an Exchange Offer Registration Statement in accordance with a
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

               (1) if the holder of such Restricted Definitive Note proposes to
          exchange such Restricted Definitive Note for an Unrestricted
          Definitive Note, a certificate from such holder in the form of Exhibit
          C hereto, including the certifications in item (1)(d) thereof; or

               (2) if the holder of such Restricted Definitive Notes proposes to
          transfer such Restricted Definitive Note to a Person who shall take
          delivery thereof in the form of an Unrestricted Definitive Note, a
          certificate from such holder in the form of Exhibit B hereto,
          including the certifications in item (4) thereof;

          and, in each such case set forth in this clause (D), if the Registrar
          so requests, an Opinion of Counsel in form reasonably acceptable to
          the Registrar to the effect that such exchange or transfer complies
          with the Securities Act and that the restrictions on transfer
          contained herein and in the Private Placement Legend are no longer
          required in order to maintain compliance with the Securities Act.

          Upon satisfaction of the conditions of any of the clauses of this
Section 2.06(e)(ii), the Trustee shall cancel the prior Restricted Definitive
Note and the Company shall execute, and upon receipt of an Authentication Order
in accordance with Section 2.02 hereof, the Trustee shall authenticate and
deliver an Unrestricted Definitive Note in the appropriate aggregate principal
amount to the Person designated by the holder of such prior Restricted
Definitive Note in instructions delivered to the Registrar by such holder.

       (iii)  TRANSFER OF UNRESTRICTED DEFINITIVE NOTES TO UNRESTRICTED
     DEFINITIVE NOTES. A holder of Unrestricted Definitive Notes may transfer
     such Unrestricted Definitive Notes to a Person who takes delivery thereof
     in the form of an Unrestricted Definitive Note. Upon receipt of a request
     to register such a transfer, the Registrar shall register the Unrestricted
     Definitive Notes pursuant to the instructions from the holder thereof.

     (f)  EXCHANGE OFFER. Upon the occurrence of an Exchange Offer in accordance
with a Registration Rights Agreement, the Company shall issue and, upon receipt
of an Authentication Order in accordance with Section 2.02 hereof, the Trustee
shall authenticate (A) one or more Unrestricted Global Notes in an aggregate
principal amount equal to the aggregate principal amount of the beneficial
interests in the applicable Restricted Global Notes (1) tendered for acceptance
by Persons that make any and all certifications in the applicable Letters of
Transmittal (or are deemed to have made such certifications if delivery is made
through the Applicable Procedures) as may be required by such Registration
Rights Agreement and (2) accepted for exchange in such Exchange Offer and (B)
Unrestricted Definitive Notes in an aggregate principal amount equal to the
aggregate principal amount of the Restricted Definitive Notes tendered for
acceptance by Persons who made the foregoing certifications and accepted for
exchange in the Exchange Offer. Concurrently with the issuance of such Notes,
the Trustee shall reduce or cause to be reduced in a corresponding amount the
aggregate principal amount of the applicable Restricted Global Notes, and the
Company shall execute and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate and deliver to the
Persons designated by the holders of Restricted Definitive Notes so accepted
Unrestricted Definitive Notes in the appropriate aggregate principal amount.

     (g)  LEGENDS. The following legends shall appear on the face of all Global
Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

         (i)  PRIVATE PLACEMENT LEGEND.

                                       39
<Page>

               (A) Except as permitted by clause (B) below, each Global Note and
          each Definitive Note (and all Notes issued in exchange therefor or
          substitution thereof) shall bear the legend in substantially the
          following form:

          "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY
     STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
     PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
     ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
     UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
     REGISTRATION.

          THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER,
     SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE "RESALE
     RESTRICTION TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE
     ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
     AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR
     OF SUCH SECURITY), ONLY (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B)
     PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
     THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
     RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A
     PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
     DEFINED IN RULE 144A) THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
     OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
     TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
     SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE OF THE UNITED STATES WITHIN
     THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED
     INVESTOR" WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE
     SECURITIES ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE
     SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL
     ACCREDITED INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE
     SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR
     FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE
     SECURITIES ACT OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S
     AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
     TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF
     COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
     THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
     RESALE RESTRICTION TERMINATION DATE."

               (B) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to clauses (b)(iv), (c)(ii), (c)(iii), (d)(ii),
          (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.06 (and all Notes
          issued in exchange therefor or substitution thereof) shall not bear
          the Private Placement Legend.

        (ii)  GLOBAL NOTE LEGEND. Each Global Note shall bear a legend in
     substantially the following form:

          "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
     INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF
     THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER
     ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS
     HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II)
     THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
     SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED
     TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE
     AND (IV) THIS

                                       40
<Page>

     GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
     WRITTEN CONSENT OF THE COMPANY.

          UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
     DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
     DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
     TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY
     OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
     SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
     REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
     ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
     OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
     IN SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
     DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY
     BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
     OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
     INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
     HEREIN."

       (iii)  REGULATION S TEMPORARY GLOBAL NOTE LEGEND. Each Regulation S
     Temporary Global Note shall bear a legend in substantially the following
     form:

          "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
     THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
     NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE
     HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE
     SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON."

     (h)  CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who will take delivery thereof
in the form of a beneficial interest in another Global Note or for Definitive
Notes, the aggregate principal amount of Notes represented by such Global Note
shall be reduced accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such reduction; and if the beneficial interest is being exchanged for or
transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, the aggregate principal amount of
such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note by the Trustee or by the Depositary at the direction
of the Trustee to reflect such increase.

     (i)  GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

         (i)  No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.06, 4.12, 4.18 and 9.05 hereof).

        (ii)  All Global Notes and Definitive Notes issued upon any registration
     of transfer or exchange of Global Notes or Definitive Notes shall be the
     valid obligations of the Company, evidencing the same debt as the Global
     Notes or Definitive Notes surrendered upon such registration of transfer or
     exchange and shall be entitled to all of the benefits of this Indenture
     equally and proportionately with all other Notes duly issued hereunder.

                                       41
<Page>

       (iii)  Neither the Registrar nor the Company shall be required (A) to
     issue, to register the transfer of or to exchange any Notes during a period
     beginning at the opening of business 15 days before the day of any
     selection of Notes for redemption under Section 3.02 hereof and ending at
     the close of business on the date of selection, (B) to register the
     transfer of or to exchange any Note so selected for redemption in whole or
     in part, except the unredeemed portion of any Note being redeemed in part
     or (C) to register the transfer of or to exchange a Note between a record
     date (including a Regular Record Date) and the next succeeding Interest
     Payment Date.

        (iv)  Prior to due presentment for the registration of transfer of any
     Note, the Trustee, any Agent and the Company may deem and treat the Person
     in whose name any Note is registered as the absolute owner of such Note for
     the purpose of receiving payment of principal of, premium, if any, and
     interest on such Note and for all other purposes, in each case regardless
     of any notice to the contrary.

         (v)  All certifications, certificates and Opinions of Counsel required
     to be submitted to the Registrar pursuant to this Section 2.06 to effect a
     registration of transfer or exchange may be submitted by facsimile.

        (vi)  The Trustee is hereby authorized and directed to enter into a
     letter of representation with the Depositary in the form provided by the
     Company and to act in accordance with such letter.

SECTION 2.07.     REPLACEMENT NOTES.

          If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company shall issue and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate a replacement Note. If required by the Trustee or the Company, the
Holder of such Note shall provide indemnity that is sufficient, in the judgment
of the Trustee or the Company, to protect the Company, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer in
connection with such replacement. If required by the Company, such Holder shall
reimburse the Company for its reasonable expenses in connection with such
replacement.

          Every replacement Note issued in accordance with this Section 2.07
shall be the valid obligation of the Company, evidencing the same debt as the
destroyed, lost or stolen Note, and shall be entitled to all of the benefits of
this Indenture equally and proportionately with all other Notes duly issued
hereunder.

SECTION 2.08.     OUTSTANDING NOTES.

     (a)  The Notes outstanding at any time shall be the entire principal amount
of Notes represented by all of the Global Notes and Definitive Notes
authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation, those subject to reductions in beneficial interests
effected by the Trustee in accordance with Section 2.06 hereof, and those
described in this Section 2.08 as not outstanding. Except as set forth in
Section 2.09 hereof, a Note shall not cease to be outstanding because the
Company or an Affiliate of the Company holds the Note; PROVIDED, HOWEVER, that
Notes held by the Company or a Subsidiary of the Company shall be deemed not to
be outstanding for purposes of Section 3.07(b) hereof.

     (b)  If a Note is replaced pursuant to Section 2.07 hereof, it shall cease
to be outstanding unless the Trustee receives proof satisfactory to it that the
replaced note is held by a bona fide purchaser.

     (c)  If the principal amount of any Note is considered paid under Section
4.01 hereof, it shall cease to be outstanding and interest on it shall cease to
accrue.

     (d)  If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date, a Purchase Date (as
defined in Section 3.09) or a maturity date, funds sufficient to pay Notes
payable on that date, then on and after that date such Notes shall be deemed to
be no longer outstanding and shall cease to accrue interest.

                                       42
<Page>

SECTION 2.09.     TREASURY NOTES.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Affiliate of the Company, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10.     TEMPORARY NOTES.

          Until certificates representing Notes are ready for delivery, the
Company may prepare and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of Definitive Notes but may
have variations that the Company considers appropriate for temporary Notes and
as shall be reasonably acceptable to the Trustee. Without unreasonable delay,
the Company shall prepare and the Trustee shall authenticate Global Notes or
Definitive Notes in exchange for temporary Notes, as applicable. After
preparation of Definitive Notes, the Temporary Note will be exchangeable for
Definitive Notes upon surrender of the Temporary Notes.

          Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture equally and proportionately with all other Notes duly issued
hereunder.

SECTION 2.11.     CANCELLATION.

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment.
Upon sole direction of the Company, the Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall destroy cancelled Notes (subject to the record
retention requirements of the Exchange Act or other applicable laws) unless by
written order, signed by an Officer of the Company, the Company directs them to
be returned to it. Certification of the destruction of all cancelled Notes shall
be delivered to the Company from time to time upon request. The Company may not
issue new Notes to replace Notes that it has paid or that have been delivered to
the Trustee for cancellation.

SECTION 2.12.     PAYMENT OF INTEREST; DEFAULTED INTEREST.

          If the Company defaults in a payment of interest on the Notes, it will
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Holders thereof. If the
Company pays the defaulted interest prior to 30 days of the default in payment
of interest, payment shall be paid to the record Holder of the Notes as of the
original record date. If such default in payment of interest continues for 30
days, the Company will, in the case of Definitive Notes, establish a subsequent
special record date, which date shall be the fifteenth day next preceding the
date fixed by the Company for the payment of defaulted interest. If no special
record date is required to be established pursuant to the immediately preceding
sentence, (i) in the case of Definitive Notes, Holders of record on the original
record date shall be entitled to such payment of defaulted interest and any such
interest payable on the defaulted interest and (ii) in the case of Global Notes,
Holders on the Defaulted Interest Payment Date (as defined in the next sentence)
shall be entitled to such defaulted interest and any such interest payable on
the defaulted interest. The Company shall notify the Trustee and Paying Agent in
writing of the amount of the defaulted interest proposed to be paid on the Notes
and the date of the proposed payment (a "DEFAULTED INTEREST PAYMENT DATE"), and
at the same time the Company shall deposit with the Trustee or Paying Agent an
amount of money equal to the aggregate amount proposed to be paid in respect of
such defaulted interest or shall make arrangements satisfactory to the Trustee
or Paying Agent for such deposit prior to the date of the proposed payment.

SECTION 2.13.     CUSIP OR ISIN NUMBERS.

          The Company in issuing the Notes may use "CUSIP" and/or "ISIN" numbers
(if then generally in use), and, if so, the Trustee shall use "CUSIP" and/or
"ISIN" numbers in notices of redemption or Offers to

                                       43
<Page>

Purchase as a convenience to Holders; PROVIDED, HOWEVER, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption or
notice of an Offer to Purchase and that reliance may be placed only on the other
identification numbers printed on the Notes, and any such redemption or Offer to
Purchase shall not be affected by any defect in or omission of such numbers. The
Company shall promptly notify the Trustee of any change in the "CUSIP" and/or
"ISIN" numbers.

SECTION 2.14.     SPECIAL INTEREST

          If Special Interest is payable by the Company pursuant to a
Registration Rights Agreement and paragraph 1 of the Notes, the Company shall
deliver to the Trustee a certificate to that effect stating (i) the amount of
such Special Interest that is payable and (ii) the date on which such interest
is payable pursuant to Section 4.01 hereof. Unless and until a Responsible
Officer of the Trustee receives such a certificate or instruction or direction
from the Holders in accordance with the terms of this Indenture, the Trustee may
assume without inquiry that no Special Interest is payable. The foregoing shall
not prejudice the rights of the Holders with respect to their entitlement to
Special Interest as otherwise set forth in this Indenture or the Notes and
pursuing any action against the Company directly or otherwise directing the
Trustee to take any such action in accordance with the terms of this Indenture
and the Notes. If the Company has paid Special Interest directly to the Persons
entitled to it, the Company shall deliver to the Trustee an Officers'
Certificate setting forth the details of such payment.

SECTION 2.15.     ISSUANCE OF ADDITIONAL NOTES

          The Company shall be entitled, subject to its compliance with Section
4.09 hereof, to issue Additional Notes under this Indenture which shall have
identical terms as the Initial Notes issued on the date hereof, other than with
respect to the date of issuance, issue price and rights under a related
Registration Rights Agreement, if any. The Initial Notes issued on the date
hereof, any Additional Notes and all Exchange Notes issued in exchange therefor
shall be treated as a single class for all purposes under this Indenture,
including directions, waivers, amendments, consents, redemptions and Offers to
Purchase.

          With respect to any Additional Notes, the Company shall set forth in a
Board Resolution and an Officers' Certificate, a copy of each of which shall be
delivered to the Trustee, the following information:

     (a)  the aggregate principal amount of such Additional Notes to be
authenticated and delivered pursuant to this Indenture;

     (b)  the issue price, the issue date and the CUSIP and/or ISIN number of
such Additional Notes; PROVIDED, HOWEVER, that no Additional Notes may be issued
at a price that would cause such Additional Notes to have "original issue
discount" within the meaning of Section 1273 of the Code, other than a DE
MINIMIS original issue discount within the meaning of Section 1273 of the Code;
and

     (c)  whether such Additional Notes shall be subject to the restrictions on
transfer set forth in Section 2.06 hereof relating to Restricted Global Notes
and Restricted Definitive Notes.

SECTION 2.16.     RECORD DATE.

          The record date for purposes of determining the identity of Holders of
Notes entitled to vote or consent to any action by vote or consent or permitted
under this Indenture shall be determined as provided for in TIA Section 316(c).

                                   ARTICLE 3.

                            REDEMPTION AND PREPAYMENT

                                       44
<Page>

SECTION 3.01.     NOTICES TO TRUSTEE.

          If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date (or such
shorter period as allowed by the Trustee), an Officers' Certificate setting
forth (a) the applicable section of this Indenture pursuant to which the
redemption shall occur, (b) the redemption date, (c) the principal amount of
Notes to be redeemed and (d) the redemption price.

SECTION 3.02.     SELECTION OF NOTES TO BE REDEEMED.

          If less than all of the Notes are to be redeemed at any time, the
Trustee shall select the Notes to be redeemed among the Holders of the Notes in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed or, if the Notes are not so listed, on a
PRO RATA basis, by lot or in accordance with any other method the Trustee deems
fair and appropriate. In the event of partial redemption by lot, the particular
Notes to be redeemed shall be selected, unless otherwise provided herein, not
less than 30 nor more than 60 days prior to the redemption date by the Trustee
from the outstanding Notes not previously called for redemption.

          The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or integral multiples thereof;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not an integral
multiple of $1,000, shall be redeemed. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption
also apply to portions of Notes called for redemption.

SECTION 3.03.     NOTICE OF REDEMPTION.

          At least 30 days but not more than 60 days prior to a redemption date,
the Company shall mail or cause to be mailed, by first class mail, a notice of
redemption to each Holder whose Notes are to be redeemed at such Holder's
registered address appearing in the Security Register.

          The notice shall identify the Notes to be redeemed and shall state:

     (a)  the redemption date;

     (b)  the appropriate method for calculation of the redemption price, but
need not include the redemption price itself; the actual redemption price shall
be set forth in an Officers' Certificate delivered to the Trustee no later than
two (2) Business Days prior to the redemption date unless clause (2) of the
definition of "Comparable Treasury Price" is applicable, in which case such
Officers' Certificate should be delivered on the redemption date;

     (c)  if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, if applicable, a new Note or Notes in principal amount
equal to the unredeemed portion shall be issued upon cancellation of the
original Note;

     (d)  the name and address of the Paying Agent;

     (e)  that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (f)  that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

     (g)  the applicable section of this Indenture pursuant to which the Notes
called for redemption are being redeemed; and

                                       45
<Page>

     (h)  that no representation is made as to the correctness of the CUSIP
and/or ISIN numbers, if any, listed in such notice or printed on the Notes.

          At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; PROVIDED, HOWEVER, that the
Company shall have delivered to the Trustee, at least 45 days (or such shorter
period allowed by the Trustee), prior to the redemption date, an Officers'
Certificate requesting that the Trustee give such notice (in the name and at the
expense of the Company) and setting forth the information to be stated in such
notice as provided in this Section 3.03.

SECTION 3.04.     EFFECT OF NOTICE OF REDEMPTION.

          Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption shall become irrevocably due and payable on
the redemption date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.05.     DEPOSIT OF REDEMPTION PRICE.

          On or prior to 11:00 a.m. Eastern time on the Business Day prior to
any redemption date, the Company shall deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption price of and, if applicable,
accrued and unpaid interest on all Notes to be redeemed on that date. The
Trustee or the Paying Agent shall promptly, and in any event within two (2)
Business Days after the redemption date, return to the Company any money
deposited with the Trustee or the Paying Agent by the Company in excess of the
amounts necessary to pay the redemption price of, and accrued and unpaid
interest, if any, on, all Notes to be redeemed.

          If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for purchase or redemption in
accordance with Section 2.08(d) hereof, whether or note such Notes are presented
for payment. If a Note is redeemed on or after a Regular Record Date but on or
prior to the related Interest Payment Date, then any accrued and unpaid
interest, if any, shall be paid to the Person in whose name such Note was
registered at the close of business on such Regular Record Date. If any Note
called for redemption shall not be so paid upon surrender for redemption because
of the failure of the Company to comply with the preceding paragraph, interest
shall be paid on the unpaid principal from the redemption date until such
principal is paid, and to the extent lawful on any interest not paid on such
unpaid principal, in each case at the rate provided in the Notes and in Section
4.01 hereof.

SECTION 3.06.     NOTES REDEEMED IN PART.

          Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon receipt of an authentication order in accordance with Section
2.02 hereof, the Trustee shall authenticate for the Holder at the expense of the
Company a new Note equal in principal amount to the unredeemed portion of the
Note surrendered.

SECTION 3.07.     OPTIONAL REDEMPTION.

     (a)  Except as set forth in clauses (b) and (c) of this Section 3.07, the
Notes shall not be redeemable at the option of the Company prior to April 15,
2008. Beginning on April 15, 2008, the Company may redeem all or a portion of
the Notes, at once or over time, after giving the notice required pursuant to
Section 3.03 hereof, at the redemption prices (expressed as percentages of
principal amount) set forth below, plus accrued and unpaid interest on the Notes
redeemed, to but excluding the applicable redemption date (subject to the right
of Holders of record on the relevant Regular Record Date to receive interest due
on the relevant Interest Payment Date), if redeemed during the twelve-month
period commencing on April 15 of the years indicated below:

                                       46
<Page>

<Table>
<Caption>
     Year                                                            Percentage
     ----                                                            ----------
     <S>                                                              <C>
     2008.............................................................104.625%
     2009.............................................................102.313%
     2010 and thereafter..............................................100.000%
</Table>

     (b)  At any time and from time to time prior to April 15, 2007, the Company
may redeem up to 40% of the original aggregate principal amount of the Notes
(including Additional Notes) issued under this Indenture at a redemption price
(expressed as a percentage of principal amount) equal to 109.250% of the
principal amount thereof, plus accrued and unpaid interest to but excluding the
redemption date (subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on the relevant Interest Payment
Date) with the proceeds of one or more Equity Offerings; PROVIDED, HOWEVER, that
(i) at least 60% of the original aggregate principal amount of the Notes
initially issued under this Indenture (excluding Notes held by the Company and
its Subsidiaries) remains outstanding immediately after giving effect to such
redemption and (ii) any such redemption shall be made within 90 days of such
Equity Offering upon not less than 30 nor more than 60 days prior notice.

     (c)  At any time prior to April 15, 2008, the Company may redeem all or any
portion of the Notes, at once or over time, after giving the required notice
under this Indenture at a redemption price equal to the greater of:

         (i)  100% of the principal amount of the Notes to be redeemed, and

        (ii)  the sum of the present values of (1) the redemption price of the
     Notes at April 15, 2008 (as set forth in the preceding paragraph) and (2)
     the remaining scheduled payments of interest from the redemption date
     through, April 15, 2008, but excluding accrued and unpaid interest through
     the redemption date, discounted to the redemption date (assuming a 360 day
     year consisting of twelve 30 day months), at the Treasury Rate plus 75
     basis points, plus, in either case, accrued and unpaid interest, including
     Special Interest, if any, to but excluding the redemption date (subject to
     the right of holders of record on the relevant record date to receive
     interest due on the relevant interest payment date).

     (d)  Any prepayment pursuant to this Section 3.07 shall be made pursuant to
the provisions of Sections 3.01 through 3.06 hereof.

SECTION 3.08.     MANDATORY REDEMPTION.

          Except as set forth in Sections 4.12 and 4.18 hereof, the Company
shall not be required to make mandatory redemption or sinking fund payments with
respect to, or offer to purchase, the Notes.

SECTION 3.09.     OFFER TO PURCHASE.

     (a)  In the event that, pursuant to Section 4.12 or 4.18 hereof, the
Company shall be required to commence a Prepayment Offer or a Change of Control
Offer (each, an "OFFER TO PURCHASE"), it shall follow the procedures specified
below.

     (b)  The Company shall cause a notice of the Offer to Purchase to be sent
at least once to the DOW JONES NEWS SERVICE or similar business news service in
the United States.

     (c)  The Company shall commence the Offer to Purchase by sending, by
first-class mail, with a copy to the Trustee, to each Holder at such Holder's
address appearing in the Security Register, a notice the terms of which shall
govern the Offer to Purchase stating:

         (i)  that the Offer to Purchase is being made pursuant to this Section
     3.09 and Section 4.12 or Section 4.18, as the case may be, and, in the case
     of a Change of Control Offer, that a Change of Control has occurred, the
     circumstances and relevant facts regarding the Change of Control and that a
     Change of Control Offer is being made pursuant to Section 4.18;

                                       47
<Page>

        (ii)  the principal amount of Notes required to be purchased pursuant to
     Section 4.12 or Section 4.18, as the case may be (the "OFFER AMOUNT"), the
     purchase price set forth in Section 4.12 or Section 4.18, as applicable
     (the "PURCHASE PRICE"), the Offer Period and the Purchase Date (each as
     defined below);

       (iii)  except as provided in clause (ix), that all Notes timely tendered
     and not withdrawn shall be accepted for payment;

        (iv)  that any Note not tendered or accepted for payment shall continue
     to accrue interest;

         (v)  that, unless the Company defaults in making such payment, any Note
     accepted for payment pursuant to the Offer to Purchase shall cease to
     accrue interest after the Purchase Date;

        (vi)  that Holders electing to have a Note purchased pursuant to an
     Offer to Purchase may elect to have Notes purchased in integral multiples
     of $1,000 only;

       (vii)  that Holders electing to have a Note purchased pursuant to any
     Offer to Purchase shall be required to surrender the Note, with the form
     entitled "Option of Holder to Elect Purchase" on the reverse of the Note
     completed, or transfer by book-entry transfer, to the Company, the
     Depositary, if appointed by the Company, or a Paying Agent at the address
     specified in the notice before the close of business on the third Business
     Day before the Purchase Date;

      (viii)  that Holders shall be entitled to withdraw their election if the
     Company, the Depositary or the Paying Agent, as the case may be, receives,
     not later than the expiration of the Offer Period, a telegram, facsimile
     transmission or letter setting forth the name of the Holder, the principal
     amount of the Note (or portions thereof) the Holder delivered for purchase
     and a statement that such Holder is withdrawing his election to have such
     Note purchased;

        (ix)  that, in the case of a Prepayment Offer, if the aggregate
     principal amount of Notes surrendered by Holders exceeds the Offer Amount,
     the Company shall select the Notes to be purchased on a PRO RATA basis
     (with such adjustments as may be deemed appropriate by the Company so that
     only Notes in denominations of $1,000 or integral multiples thereof shall
     be purchased);

         (x)  that Holders whose Notes were purchased in part shall be issued
     new Notes equal in principal amount to the unpurchased portion of the Notes
     surrendered (or transferred by book-entry transfer); and

        (xi)  any other procedures the Holders must follow in order to tender
     their Notes (or portions thereof) for payment and the procedures that
     Holders must follow in order to withdraw an election to tender Notes (or
     portions thereof) for payment.

     (d)  The Offer to Purchase shall remain open for a period of at least 20
Business Days but no more than 60 days following its commencement, except to the
extent that a longer period is required by applicable law (the "OFFER PERIOD").
No later than five (5) Business Days (and in any event no later than the 60th
day following the Change of Control) after the termination of the Offer Period
(the "PURCHASE DATE"), the Company shall purchase the Offer Amount or, if less
than the Offer Amount has been tendered, all Notes tendered in response to the
Offer to Purchase. Payment for any Notes so purchased shall be made in the same
manner as interest payments are made. The Company shall publicly announce the
results of the Offer to Purchase on the Purchase Date.

     (e)  On or prior to the Purchase Date, the Company shall, to the extent
lawful:

         (i)  accept for payment (on a PRO RATA basis to the extent necessary in
     connection with a Prepayment Offer), the Offer Amount of Notes or portions
     of Notes properly tendered and not withdrawn pursuant to the Offer to
     Purchase, or if less than the Offer Amount has been tendered, all Notes
     tendered;

        (ii)  deposit with the Paying Agent funds in an amount equal to the
     Purchase Price in respect of all Notes or portions of Notes properly
     tendered; and

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       (iii)  deliver or cause to be delivered to the Trustee the Notes properly
     accepted together with an Officers' Certificate stating the aggregate
     principal amount of Notes or portions of Notes being purchased by the
     Company and that such Notes or portions thereof were accepted for payment
     by the Company in accordance with the terms of this Section 3.09.

     (f)  The Paying Agent (or the Company, if acting as the Paying Agent) shall
promptly (but in the case of a Change of Control, not later than 60 days from
the date of the Change of Control) deliver to each tendering Holder the Purchase
Price. In the event that any portion of the Notes surrendered is not purchased
by the Company, the Company shall promptly execute and issue a new Note in a
principal amount equal to such unpurchased portion of the Note surrendered, and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate and deliver (or cause to be transferred by
book-entry) such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered; PROVIDED, HOWEVER, that each such
new Note shall be in a principal amount of $1,000 or an integral multiple
thereof. Any Note not so accepted shall be promptly mailed or delivered by the
Company to the Holder thereof.

     (g)  If the Purchase Date is on or after a Regular Record Date and on or
before the related Interest Payment Date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such Regular Record Date, and no additional interest shall be
payable to Holders who tender Notes pursuant to the Offer to Purchase.

     (h)  The Company shall comply, to the extent applicable, with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent those laws and regulations are
applicable in connection with the Offer to Purchase. To the extent that the
provisions of any securities laws or regulations conflict with Sections 4.12 or
4.18, as applicable, this Section 3.09 or other provisions of this Indenture,
the Company shall comply with applicable securities laws and regulations and
shall not be deemed to have breached its obligations under Sections 4.12 or
4.18, as applicable, this Section 3.09 or such other provision by virtue of such
compliance.

     (i)  Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made in accordance with the provisions of
Section 3.01 through 3.06 hereof.

                                   ARTICLE 4.

                                    COVENANTS

SECTION 4.01.     PAYMENT OF NOTES.

          The Company shall pay or cause to be paid the principal of, premium,
if any, and interest on, the Notes on the dates and in the manner provided in
this Indenture and the Notes. Principal, premium, if any, and interest shall be
considered paid on the date due if the Paying Agent, if other than the Company
or a Subsidiary thereof, holds as of 11:00 a.m. Eastern Time on the due date
money deposited by the Company in immediately available funds and designated for
and sufficient to pay all principal, premium, if any, and interest then due.
Such Paying Agent shall return to the Company promptly, and in any event, no
later than five (5) Business Days following the date of payment, any money
(including accrued interest) that exceeds such amount of principal, premium, if
any, and interest paid on the Notes. The Company shall pay Special Interest, if
any, in the same manner, on the dates and in the amounts set forth in a
Registration Rights Agreement, the Notes and the Indenture. If a payment date is
a Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest
(without regard to any applicable grace periods), from time to time on demand at
the same rate to the extent lawful.

          Interest shall be computed on the basis of a 360-day year of twelve
30-day months.

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SECTION 4.02.     MAINTENANCE OF OFFICE OR AGENCY.

     (a)  The Company shall maintain in the Borough of Manhattan, The City of
New York, an office or agency (which may be an office or drop facility of the
Trustee or an affiliate of the Trustee or Registrar) where Notes may be
presented or surrendered for registration of transfer or for exchange and where
notices and demands to or upon the Company in respect of the Notes and this
Indenture may be served. The Company shall give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

     (b)  The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations. The
Company shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

     (c)  The Company hereby designates the Corporate Trust Office of the
Trustee, as one such office, drop facility or agency of the Company in
accordance with Section 2.03 hereof.

SECTION 4.03.     REPORTS.

          Notwithstanding that the Parent may not be subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Parent shall file
with the Commission and provide the Trustee and Holders of Notes with such
annual reports and such information, documents and other reports as are
specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S.
entity subject to such Sections, such information, documents and reports to be
so filed with the Commission and provided at the times specified for the filing
of such information, documents and reports under such Sections; PROVIDED,
HOWEVER, that the Parent shall not be so obligated to file such information,
documents and reports with the Commission prior to the completion of the
Registered Exchange Offer and, in any event, if the Commission does not permit
such filings.

SECTION 4.04.     COMPLIANCE CERTIFICATE.

     (a)  The Company shall deliver to the Trustee, within 90 days after the end
of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company, the Guarantors and their respective Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company, the Guarantors
and their respective Subsidiaries have kept, observed, performed and fulfilled
their obligations under this Indenture, and further stating, as to each such
Officer signing such certificate, that to the best of his or her knowledge the
Company, the Guarantors and their respective Subsidiaries have kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
are not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of, premium, if any, or interest on the
Notes is prohibited or if such event has occurred, a description of the event
and what action the Company is taking or proposes to take with respect thereto.

     (b)  The Company shall otherwise comply with TIA Section 314(a)(2).

     (c)  The Company shall deliver to the Trustee, within 30 days after the
occurrence thereof, written notice in the form of an Officers' Certificate of
any event that with the giving of notice and/or the lapse of time would become
an Event of Default, its status and what action the Company is taking or
proposes to take with respect thereto.

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<Page>

SECTION 4.05.     TAXES.

          The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments and governmental
levies, except such as are being contested in good faith and by appropriate
proceedings or where the failure to effect such payment is not adverse in any
material respect to the Holders.

SECTION 4.06.     STAY, EXTENSION AND USURY LAWS.

          The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.

SECTION 4.07.     CORPORATE EXISTENCE.

          Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect (a) its
corporate existence, and the corporate, partnership or other existence of each
Restricted Subsidiary, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary and (b) the rights (charter and statutory), licenses
and franchises of the Company and its Restricted Subsidiaries; PROVIDED,
HOWEVER, that the Company shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence of any
Restricted Subsidiary, if the Board of Directors shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries, taken as a whole, and that the loss
thereof is not adverse in any material respect to the Holders of the Notes, or
that such preservation is not necessary in connection with any transaction not
prohibited by this Indenture.

SECTION 4.08.     PAYMENTS FOR CONSENT.

          The Parent and the Company shall not, and shall not permit any of
their respective Subsidiaries to, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fee or otherwise, to any
Holder for or as an inducement to any consent, waiver or amendment of any of the
terms or provisions of this Indenture or the Notes unless such consideration is
offered to be paid or is paid to all Holders that consent, waive or agree to
amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement.

SECTION 4.09.     INCURRENCE OF ADDITIONAL DEBT.

     (a)  The Parent and the Company shall not, and shall not permit any of
their respective Restricted Subsidiaries to, Incur, directly or indirectly, any
Debt, including any Acquired Debt (other than Permitted Debt) unless, after
giving effect to the application of the proceeds thereof, no Default or Event of
Default would occur as a consequence of such Incurrence or be continuing
following such Incurrence and such Debt is Debt of the Company or a Guarantor
and, after giving effect to the Incurrence of such Debt and the application of
the proceeds thereof, the Consolidated Interest Coverage Ratio would be at least
2.00 to 1.00.

     (b)  The term "Permitted Debt" is defined to include the following:

         (i)  (A) Debt of the Company evidenced by the Notes and the Exchange
     Notes issued in exchange for such Notes and in exchange for any Additional
     Notes and (B) Debt of the Guarantors evidenced by the Guarantees relating
     to the Notes and the Exchange Notes issued in exchange for such Notes and
     in exchange for any Additional Notes;

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<Page>

        (ii)  Debt of the Parent or a Restricted Subsidiary of the Parent under
     Credit Facilities; PROVIDED that the aggregate principal amount of all such
     Debt under Credit Facilities at any one time outstanding shall not exceed
     $500.0 million; PROVIDED, FURTHER, that such amount shall be permanently
     reduced by (x) the amount of Net Available Cash used to Repay Debt under
     Credit Facilities (and, in the case of any revolving credit Debt, to effect
     a corresponding commitment reduction thereunder) and not subsequently
     reinvested in Additional Assets or used to purchase Notes or Repay other
     Debt, pursuant to Section 4.12 and (y) any amounts outstanding under
     Permitted Receivables Financings;

       (iii)  Debt of the Parent or a Restricted Subsidiary in respect of
     Capital Lease Obligations and Purchase Money Debt; PROVIDED that:

               (A) the aggregate principal amount of such Debt does not exceed
          the Fair Market Value (on the date of the Incurrence thereof) of the
          Property acquired, constructed or leased, and

               (B) the aggregate principal amount of all Debt Incurred and then
          outstanding pursuant to this clause (iii) (together with all Permitted
          Refinancing Debt Incurred and then outstanding in respect of Debt
          previously Incurred pursuant to this clause (iii)) does not exceed
          $10.0 million;

        (iv)  Debt of the Parent owing to and held by any Restricted Subsidiary
     and Debt of a Restricted Subsidiary owing to and held by the Parent or any
     Restricted Subsidiary; PROVIDED, HOWEVER, that any subsequent issue or
     transfer of Capital Stock or other event that results in any such
     Restricted Subsidiary ceasing to be a Restricted Subsidiary or any
     subsequent transfer of any such Debt (except to the Parent or a Restricted
     Subsidiary) shall be deemed, in each case, to constitute the Incurrence of
     such Debt by the issuer thereof; PROVIDED, FURTHER, HOWEVER that if the
     Company or any Guarantor is the obligor on any such Debt and the lender is
     not an obligor on the Notes, such Debt must be expressly subordinated in
     right of payment to the prior payment in full of all obligations with
     respect to the Notes and the Guarantees, as the case may be;

         (v)  Acquired Debt of a Restricted Subsidiary outstanding on the date
     on which such Restricted Subsidiary is acquired by the Parent or a
     Restricted Subsidiary or otherwise becomes a Restricted Subsidiary (other
     than Acquired Debt Incurred as consideration in, or to provide all or any
     portion of the funds or credit support utilized to consummate, the
     transaction or series of transactions pursuant to which such Restricted
     Subsidiary became a Subsidiary of the Parent or another Restricted
     Subsidiary or was otherwise acquired by the Parent or another Restricted
     Subsidiary); PROVIDED that at the time such Restricted Subsidiary is
     acquired by the Parent or another Restricted Subsidiary or otherwise
     becomes a Restricted Subsidiary and after giving effect to the Incurrence
     of such Acquired Debt, the Company would have been able to Incur $1.00 of
     additional Debt pursuant to Section 4.09(a);

        (vi)  Debt of the Parent or any Restricted Subsidiary under Interest
     Rate Agreements entered into for the purpose of fixing, hedging or swapping
     interest rate risk in the ordinary course of the financial management of
     the Parent or such Restricted Subsidiary and not for speculative purposes;
     PROVIDED that the obligations under such agreements are directly related to
     payment obligations on Debt otherwise permitted by the terms of this
     Section 4.09;

       (vii)  Debt of the Parent or any Restricted Subsidiary under Currency
     Exchange Protection Agreements entered into for the purpose of fixing,
     hedging or swapping currency exchange rate risks directly related to
     transactions entered into by the Parent or such Restricted Subsidiary in
     the ordinary course of business and not for speculative purposes;

      (viii)  Debt of the Parent or any Restricted Subsidiary under Commodity
     Price Protection Agreements entered into in the ordinary course of the
     financial management of the Parent or such Restricted Subsidiary and not
     for speculative purposes;

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<Page>

        (ix)  Debt in connection with one or more standby letters of credit or
     performance or surety bonds issued by the Parent or a Restricted Subsidiary
     in the ordinary course of business or pursuant to self-insurance
     obligations and not in connection with the borrowing of money or the
     obtaining of advances or credit;

         (x)  the guarantee by the Parent or any Restricted Subsidiary of Debt
     of the Parent or any Restricted Subsidiary that was permitted to be
     incurred by another provision of this Indenture;

        (xi)  Debt represented by agreements of the Parent or a Restricted
     Subsidiary providing for indemnification, adjustment of purchase price,
     earn out or similar obligations, in each case, incurred in connection with
     the acquisition or disposition of any business or assets otherwise
     permitted under this Indenture; PROVIDED that the maximum liability in
     respect of all such Debt shall at no time exceed the gross proceeds
     actually received by the Parent and its Restricted Subsidiaries in
     connection with such acquisition or disposition;

       (xii)  Debt arising from the honoring by a bank or other financial
     institution of a check, draft or similar instrument inadvertently drawn
     against insufficient funds in the ordinary course of business; PROVIDED,
     HOWEVER, that such Debt is extinguished within five business days of
     incurrence;

      (xiii)  the Incurrence by a Securitization Subsidiary of Non-Recourse
     Debt in connection with or pursuant to a Permitted Receivables Financing;

       (xiv)  Debt of a Foreign Restricted Subsidiary that is Incurred solely
     for working capital purposes; PROVIDED that the aggregate principal amount
     of all Debt Incurred and outstanding under this clause (xiv) (together with
     all Permitted Refinancing Debt Incurred and then outstanding under this
     clause (xiv)) does not exceed $10.0 million;

        (xv)  Debt of the Parent or a Restricted Subsidiary outstanding on the
     Issue Date not otherwise described in clauses (i) through (xiv) above;

       (xvi)  Debt of the Company or a Guarantor in an aggregate principal
     amount (or accreted value, as applicable) outstanding at any one time not
     to exceed $20.0 million; and

      (xvii)  Permitted Refinancing Debt Incurred in respect of Debt Incurred
     pursuant to clause (a) of this Section 4.09 and clauses (b)(i), (iii), (v),
     (xiv) and (xv) above.

     (c)  Notwithstanding anything to the contrary contained in this Section
4.09,

         (i)  the Parent and the Company shall not, and shall not permit any
     Guarantor to, Incur any Debt pursuant to paragraph (b)(xvii) of this
     Section 4.09 if the proceeds thereof are used, directly or indirectly, to
     Refinance any Subordinated Obligations unless such Debt shall be
     subordinated to the Notes or the applicable Guarantee, as the case may be,
     to at least the same extent as such Subordinated Obligations;

        (ii)  the Parent shall not permit any Restricted Subsidiary that is not
     a Guarantor to Incur any Debt pursuant to paragraph (b)(xvii) of this
     Section 4.09 if the proceeds thereof are used, directly or indirectly, to
     Refinance any Subordinated Obligations or Senior Subordinated Debt of the
     Company or any Guarantor;

       (iii)  accrual of interest, accretion or amortization of original issue
     discount and the payment of interest or dividends in the form of additional
     Debt, will be deemed not to be an Incurrence of Debt for purposes of this
     Section 4.09; and

        (iv)  the maximum amount of Debt that the Parent or any Restricted
     Subsidiary of the Parent shall not be deemed exceeded solely as a result of
     fluctuations in exchange rates or currency values occurring after such Debt
     was Incurred.

                                       53
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     (d)  For purposes of determining compliance with this Section 4.09, in the
event that an item of Debt meets the criteria of more than one of the categories
of Permitted Debt described in clauses (b)(i) through (b)(xvii) above or is
entitled to be incurred pursuant to clause (a) of this Section 4.09, the Company
shall, in its sole discretion, classify (or later reclassify in whole or in
part, in its sole discretion) such item of Debt in any manner that complies with
this Section 4.09. Debt under the Senior Credit Facility outstanding on the
Issue Date shall be deemed to have been incurred on such date in reliance on the
exception provided by clause (b)(ii) above. The principal amount of any Debt
supported by a letter of credit issued under a Credit Facility in accordance
with clause (b)(ii) above shall not be deemed a separate incurrence of Debt for
purposes of this Section 4.09, but only to the extent of the stated amount of
such letter of credit.

SECTION 4.10.     RESTRICTED PAYMENTS.

     (a)  The Parent shall not make, and shall not permit any of its Restricted
Subsidiaries to make, directly or indirectly, any Restricted Payment if at the
time of, and after giving effect to, such proposed Restricted Payment,

         (i)  a Default or Event of Default shall have occurred and be
     continuing;

        (ii)  the Company could not Incur at least $1.00 of additional Debt
     pursuant to Section 4.09(a); or

       (iii)  the aggregate amount of such Restricted Payment and all other
     Restricted Payments declared or made since the Issue Date (the amount of
     any Restricted Payment, if made other than in cash, to be based upon Fair
     Market Value at the time of such Restricted Payment) would exceed an amount
     equal to the sum of:

               (A) 50% of the aggregate amount of Consolidated Net Income
          accrued during the period (treated as one accounting period) from the
          beginning of the fiscal quarter during which the Issue Date occurs to
          the end of the most recently completed fiscal quarter for which
          financial statements are available (or if the aggregate amount of
          Consolidated Net Income for such period shall be a deficit, minus 100%
          of such deficit); PLUS

               (B) 100% of the Capital Contributions (other than Excluded
          Contributions); PLUS

               (C) the sum of:

                    (1)   the aggregate net cash proceeds received by the Parent
               or any Restricted Subsidiary from the issuance or sale after the
               Issue Date of convertible or exchangeable Debt that has been
               converted into or exchanged for Capital Stock (other than
               Disqualified Stock) of the Parent; and

                    (2)   the aggregate amount by which Debt (other than
               Subordinated Obligations) of the Parent or any Restricted
               Subsidiary is reduced on the Parent's consolidated balance sheet
               on or after the Issue Date upon the conversion or exchange of any
               Debt issued or sold on or prior to the Issue Date that is
               convertible or exchangeable for Capital Stock (other than
               Disqualified Stock) of the Parent, excluding,

               in the case of clause (1) or (2):

                    (x) any such Debt issued or sold to the Parent or a
               Subsidiary of the Parent or an employee stock ownership plan or
               trust established by the Parent or any such Subsidiary for the
               benefit of their employees; and

                                       54
<Page>

                    (y) the aggregate amount of any cash or other Property
               distributed by the Parent or any Restricted Subsidiary upon any
               such conversion or exchange; PLUS

               (D) an amount equal to the sum of:

                    (1)   the amount received from any Investments in any
               Persons other than the Parent or a Restricted Subsidiary
               resulting from dividends, repayments of loans or advances or
               other transfers of Property, in each case to the Parent or any
               Restricted Subsidiary from such Person; and

                    (2)   the portion (proportionate to the Parent's equity
               interest in such Unrestricted Subsidiary) of the Fair Market
               Value of the net assets of an Unrestricted Subsidiary at the time
               such Unrestricted Subsidiary is designated a Restricted
               Subsidiary or has been merged or consolidated with or into or
               transfers all of its assets into the Parent or another Restricted
               Subsidiary; PROVIDED, HOWEVER, that the foregoing sum shall not
               exceed, in the case of any Person, the amount of Investments
               previously made (and treated as a Restricted Payment) by the
               Parent or any Restricted Subsidiary in such Person.

     (b)  The provisions of the first paragraph of this Section 4.10 will not
prohibit:

         (i)  the payment of any dividends within 60 days of the declaration
     thereof if, on the declaration date, such dividends could have been paid in
     compliance with this Indenture; PROVIDED, HOWEVER, that at the time of such
     payment of such dividend, no other Default or Event of Default shall have
     occurred and be continuing (or result therefrom); PROVIDED, FURTHER,
     HOWEVER, that such dividend shall be included in the calculation of the
     amount of Restricted Payments;

        (ii)  the purchase, repurchase, redemption, legal defeasance,
     acquisition or retirement for value of Capital Stock of the Parent or any
     of its direct or indirect parent entities or Subordinated Obligations in
     exchange for, or out of the proceeds of the sale within 30 days of, Capital
     Stock of the Parent or any of its direct or indirect parent entities (so
     long as, in the case of a sale of Capital Stock of such parent entities,
     the net proceeds of such sale are contributed to the common equity capital
     of Parent) (other than Disqualified Stock and other than Capital Stock
     issued or sold to a Subsidiary of the Parent or an employee stock ownership
     plan or trust established by the Parent or any such Subsidiary for the
     benefit of their employees); PROVIDED, HOWEVER, that

               (A) such purchase, repurchase, redemption, legal defeasance,
          acquisition or retirement shall be excluded in the calculation of the
          amount of Restricted Payments and

               (B) the Capital Contributions from such exchange or sale shall be
          excluded from the calculation pursuant to clause (iii)(B) above;

       (iii)  the purchase, repurchase, redemption, legal defeasance,
     acquisition or retirement for value of any Subordinated Obligations in
     exchange for, or out of the proceeds of the sale within 30 days of,
     Permitted Refinancing Debt; PROVIDED, HOWEVER, that such purchase,
     repurchase, redemption, legal defeasance, acquisition or retirement shall
     be excluded in the calculation of the amount of Restricted Payments;

        (iv)  the repurchase of shares or units of, or options to purchase
     shares of, common stock or common units, as the case may be, of the Parent,
     any of its Subsidiaries or any direct or indirect parent entity of Parent
     from current or former officers, directors or employees of the Parent or
     any of its Subsidiaries (or permitted transferees of such current or former
     officers, directors or employees), pursuant to the terms of agreements
     (including employment agreements) or plans (or amendments thereto) approved
     by the Board of Directors under which such individuals purchase or sell, or
     are granted the option to

                                       55
<Page>

     purchase or sell, shares of such common stock or common units; PROVIDED,
     HOWEVER, that the aggregate amount of such repurchases shall not exceed
     $2.0 million in any calendar year and at the time of such repurchase, no
     other Default or Event of Default shall have occurred and be continuing (or
     result therefrom); PROVIDED, FURTHER, that unused amounts may carry over
     and be used in subsequent calendar years, in addition to the amounts
     permitted for such calendar year, up to a maximum of $5.0 million in any
     calendar year; PROVIDED FURTHER, HOWEVER, that such repurchases shall be
     included in the calculation of the amount of Restricted Payments;

         (v)  any payments made by the Parent or any of its Restricted
     Subsidiaries on the date of this indenture with respect to the purchase
     price paid or any subsequent working capital adjustments made in connection
     with the Transactions; PROVIDED, HOWEVER, that such payments will be
     excluded in the calculation of the amount of Restricted Payments;

        (vi)  the repurchase of Equity Interests deemed to occur upon the
     exercise of stock options to the extent such Equity Interests represented a
     portion of the exercise price of those stock options; PROVIDED, HOWEVER,
     that such payments will be excluded in the calculation of the amount of
     Restricted Payments;

       (vii)  so long as no Default or Event of Default has occurred and is
     continuing or would be caused thereby, the declaration of any payment of
     regularly scheduled or accrued dividends to (A) holders of any class or
     series of Disqualified Stock of the Parent issued on or after the Issue
     Date pursuant to Section 4.09(a) and (B) holders of any class or series of
     Preferred Stock (other than Disqualified Stock) of the Parent issued after
     the Issue Date; PROVIDED that at the time of the issuance of such stock and
     after giving pro forma effect thereto (treating the aggregate liquidation
     preference of such Preferred Stock as Debt), the Company would have been
     able to incur at least $1.00 of additional Debt pursuant to Section
     4.09(a); PROVIDED, HOWEVER, that such payments will be excluded in the
     calculation of the amount of Restricted Payments;

      (viii)  payments, advances, loans or expense reimbursements made to any
     direct or indirect parent entity of the Parent to permit the payment by
     such entity of reasonable general operating expenses, accounting, legal,
     corporate reporting and administrative expenses incurred in the ordinary
     course of its business in an amount not to exceed $1.0 million per annum
     (or $2.0 million per annum after the consummation of an initial public
     offering by the Parent or any direct or indirect parent entity of the
     Parent); PROVIDED, HOWEVER, that such payments will be excluded in the
     calculation of the amount of Restricted Payments;

        (ix)  (1) for so long as the Parent is organized as a limited liability
     company, the payment of Permitted Tax Distributions or (2) for so long as
     the Parent is a member of a group filing a consolidated or combined tax
     return with a parent corporation, payments to such parent corporation in
     respect of an allocable portion of the tax liabilities of such group that
     is attributable to the Parent and its Subsidiaries ("Tax Payments");
     PROVIDED that the Tax Payments shall not exceed the lesser of (A) the
     amount of the relevant tax (including any penalties and interest) that the
     Parent would owe if the parent were filing a separate tax return (or a
     separate consolidated or combined return with its Subsidiaries that are
     members of the consolidated or combined group) taking into account any
     carryovers and carrybacks of tax attributes (such as net operating losses)
     of Parent and such Subsidiaries from other taxable years and (B) the net
     amount of the relevant tax that the Parent actually owes to the appropriate
     taxing authority; PROVIDED, FURTHER, that any Tax Payments received from
     the Parent shall be paid over to the appropriate taxing authority within 30
     days of the parent's receipt of such Tax Payments or such payments shall be
     refunded to the Parent; PROVIDED, HOWEVER, that such payments will be
     excluded in the calculation of the amount of Restricted Payments;

         (x)  so long as no Default or Event of Default has occurred and is
     continuing or would be caused thereby, upon the occurrence of a Change of
     Control and within 90 days after completion of the offer to repurchase
     Notes pursuant to the provisions described under "Repurchase at the Option
     of Holders Upon a Change of Control" (including the purchase of all Notes
     tendered), any repurchase or redemption of Debt of the Parent or any of its
     Restricted Subsidiaries subordinated to the Notes that is required to be
     repurchased or redeemed pursuant to the terms thereof as a result of such
     Change of Control, at a purchase

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     price not greater than 101% of the outstanding principal amount thereof
     (plus accrued and unpaid interest and liquidated damages, if any); PROVIDED
     that such redemptions or repurchases shall be included in the calculation
     of the amount of Restricted Payments;

        (xi)  so long as no Default or Event of Default has occurred and is
     continuing or would be caused thereby, within 90 days after completion of
     any offer to repurchase Notes pursuant to Section 4.12 (including the
     purchase of all Notes tendered), any repurchase or redemption of Debt of
     the Parent or any of its Restricted Subsidiaries subordinated to the Notes
     that is required to be repurchased or redeemed pursuant to the terms
     thereof as a result of such Asset Sale, at a purchase price not greater
     than 100% of the outstanding principal amount thereof (plus accrued and
     unpaid interest and liquidated damages, if any); PROVIDED that such
     redemptions or repurchases shall be included in the calculation of the
     amount of Restricted Payments; or

       (xii)  the redemption, repurchase or other acquisition for value of
     Capital Stock of the Parent or any direct or indirect parent entity of the
     Parent representing fractional shares of such Capital Stock in connection
     with a merger, consolidation, amalgamation or other combination involving
     the Company or any direct or indirect parent entity of the Company;
     PROVIDED that such redemptions, repurchases or other acquisitions shall be
     included in the calculation of the amount of Restricted Payments;

      (xiii)  Investments that are made with Excluded Contributions; PROVIDED
     that such payments shall be excluded in the calculation of the amount of
     Restricted Payments; and

       (xiv)  so long as no Default or Event of Default has occurred and is
     continuing or would be caused thereby, other Restricted Payments in an
     amount not to exceed $15.0 million; PROVIDED that such amounts shall be
     excluded in the calculation of the amount of Restricted Payments.

SECTION 4.11.     LIENS.

     (a)  The Parent and the Company shall not, and shall not permit any of
their respective Restricted Subsidiaries to, directly or indirectly, Incur or
suffer to exist, any Lien (other than Permitted Liens or Liens securing Senior
Debt) upon any of its Property (including Capital Stock of a Restricted
Subsidiary), whether owned at the Issue Date or thereafter acquired, or any
interest therein or any income or profits therefrom, unless:

         (i)  if such Lien secures Senior Subordinated Debt, the Notes or the
     applicable Guarantee are secured on an equal and ratable basis with such
     Debt; and

        (ii)  if such Lien secures Subordinated Obligations, such Lien shall be
     subordinated to a Lien securing the Notes or the applicable Guarantee in
     the same Property as that securing such Lien to the same extent as such
     Subordinated Obligations are subordinated to the Notes and the Guarantees.

SECTION 4.12.     ASSET SALES.

     (a)  The Parent and the Company shall not, and shall not permit any of
their respective Restricted Subsidiaries to, directly or indirectly, consummate
any Asset Sale unless:

         (i)  the Parent, the Company or such Restricted Subsidiary receives
     consideration at the time of such Asset Sale at least equal to the Fair
     Market Value of the Property subject to such Asset Sale;

        (ii)  at least 75% of the consideration paid to the Parent, the Company
     or such Restricted Subsidiary in connection with such Asset Sale is in the
     form of cash or Cash Equivalents or the assumption by the purchaser of
     liabilities of the Parent, the Company or any Restricted Subsidiary (other
     than contingent liabilities or liabilities that are by their terms
     subordinated to the Notes or the applicable Guarantee) as a result of which
     the Parent, the Company and the Restricted Subsidiaries are no longer
     obligated with respect to such liabilities; and

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       (iii)  the Company delivers an Officers' Certificate to the Trustee
     certifying that such Asset Sale complies with the foregoing clauses (i) and
     (ii).

     (b)  Solely for the purposes of clause (a)(ii) above, the following will be
deemed to be cash:

         (i)  any securities, notes or other obligations received by the Parent
     or the Restricted Subsidiary from a transferee that are converted by the
     Parent or such Restricted Subsidiary into cash (to the extent of the cash
     received) within 90 days following the closing of such Asset Sale; and

        (ii)  any Designated Noncash Consideration received by the Parent or
     any of its Restricted Subsidiaries in such Asset Sale having an aggregate
     Fair Market Value (measured at the time received and without giving effect
     to subsequent changes in value), taken together with all other Designated
     Noncash Consideration received pursuant to this clause (b)(ii) then
     outstanding, not to exceed $20.0 million.

     (c)  The Net Available Cash (or any portion thereof) from Asset Sales may
be applied by the Parent, the Company or a Restricted Subsidiary, to the extent
the Parent, the Company or such Restricted Subsidiary elects (or is required by
the terms of any Debt):

         (i)  to Repay Senior Debt of the Company or any Restricted Subsidiary
     (excluding, in any such case, any Debt owed to the Parent, the Company or
     an Affiliate of the Parent or the Company); or

        (ii)  to reinvest in Additional Assets (including by means of an
     Investment in Additional Assets by a Restricted Subsidiary with Net
     Available Cash received by the Parent, the Company or Restricted
     Subsidiary).

     (d)  Pending the final application of any such Net Available Cash, the
Company may temporarily reduce revolving credit borrowings or otherwise invest
such Net Available Cash in any manner that is not prohibited by this Indenture.

     (e)  Any Net Available Cash from an Asset Sale not applied in accordance
with the preceding paragraph within 365 days from the date of the receipt of
such Net Available Cash or that is not segregated from the general funds of the
Company for investment in identified Additional Assets in respect of a project
that shall have been commenced, and for which binding contractual commitments
have been entered into, prior to the end of such 365-day period and that shall
not have been completed or abandoned shall constitute "Excess Proceeds;"
PROVIDED, HOWEVER, that the amount of any Net Available Cash that ceases to be
so segregated as contemplated above and any Net Available Cash that is
segregated in respect of a project that is abandoned or completed shall also
constitute "Excess Proceeds" at the time any such Net Available Cash ceases to
be so segregated or at the time the relevant project is so abandoned or
completed, as applicable; PROVIDED, FURTHER, HOWEVER, that the amount of any Net
Available Cash that continues to be segregated for investment in identified
Additional Assets and that is not actually so invested within twelve months from
the date of the receipt of such Net Available Cash shall also constitute "Excess
Proceeds."

          When the aggregate amount of Excess Proceeds exceeds $10.0 million
(taking into account income earned on such Excess Proceeds, if any), the Company
will be required to make an offer to repurchase (the "Prepayment Offer") the
Notes within five Business Days after the Company becomes obligated to do so,
which offer shall be in the amount of the Allocable Excess Proceeds (rounded to
the nearest $1,000), on a PRO RATA basis according to principal amount, at a
purchase price equal to 100% of the principal amount thereof, plus accrued and
unpaid interest, including Special Interest, if any, to the repurchase date
(subject to the right of holders of record on the relevant record date to
receive interest due on the relevant interest payment date), in accordance with
the procedures (including prorating in the event of oversubscription) set forth
in Section 3.09. To the extent that any portion of the amount of Net Available
Cash remains after compliance with the preceding sentence and PROVIDED that all
holders of Notes have been given the opportunity to tender their Notes for
repurchase in accordance with this Indenture, the Parent, the Company or such
Restricted Subsidiary may use such remaining amount for any purpose permitted by
this Indenture, and the amount of Excess Proceeds will be reset to zero.

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          The term "Allocable Excess Proceeds" shall mean the product of:

          (a) the Excess Proceeds and

          (b) a fraction,

          (1) the numerator of which is the aggregate principal amount of the
     Notes outstanding on the date of the Prepayment Offer, and

          (2) the denominator of which is the sum of the aggregate principal
     amount of the Notes outstanding on the date of the Prepayment Offer and the
     aggregate principal amount of other Debt of the Company outstanding on the
     date of the Prepayment Offer that is PARI PASSU in right of payment with
     the Notes and subject to terms and conditions in respect of Asset Sales
     similar in all material respects to this Section 4.12 and requiring the
     Company to make an offer to repurchase such Debt at substantially the same
     time as the Prepayment Offer.

     (f)  The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Notes pursuant to this
Section 4.12. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.12, the Company shall
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Section 4.12 by virtue
thereof.

SECTION 4.13.     RESTRICTIONS ON DISTRIBUTIONS FROM RESTRICTED SUBSIDIARIES.

     (a)  The Parent and the Company shall not, and shall not permit any of
their respective Restricted Subsidiaries to, directly or indirectly, create or
otherwise cause or suffer to exist any consensual restriction on the right of
any of their respective Restricted Subsidiaries to:

         (i)  pay dividends, in cash or otherwise, or make any other
     distributions on or in respect of its Capital Stock, or pay any Debt or
     other obligation owed, to any Restricted Subsidiary or, in the case of a
     Restricted Subsidiary that is not owned, directly or indirectly by the
     Company or any Guarantor, to the Parent or any Restricted Subsidiary,

        (ii)  make any loans or advances to the Parent or any Restricted
     Subsidiary, or

       (iii)  transfer any of its Property to the Parent or any Restricted
     Subsidiary.

     (b)  The foregoing limitations will not apply:

         (i)  with respect to clauses (i), (ii) and (iii), to restrictions:

               (A) in effect on the Issue Date (including, without limitation,
          restrictions pursuant to the Notes, this Indenture and the Senior
          Credit Facility),

               (B) relating to Debt of a Restricted Subsidiary and existing at
          the time it became a Restricted Subsidiary if such restriction was not
          created in connection with or in anticipation of the transaction or
          series of transactions pursuant to which such Restricted Subsidiary
          became a Restricted Subsidiary or was acquired by the Parent or the
          Company, or

               (C) that result from the Refinancing of Debt Incurred pursuant to
          an agreement referred to in clause (i)(A) or (B) above or in clause
          (i)(G), (ii)(A) or (B) below; PROVIDED such restrictions are not more
          restrictive, taken as a whole, than those contained in the agreement
          evidencing the Debt so Refinanced,

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               (D) contained in any agreement for the sale or other disposition
          of a Restricted Subsidiary in accordance with the terms of this
          Indenture that restricts distributions by that Restricted Subsidiary
          pending such sale or other disposition;

               (E) relating to Debt or other contractual requirements or
          restrictions of a Securitization Subsidiary in connection with a
          Permitted Receivables Financing; PROVIDED that such restrictions only
          apply to such Securitization Subsidiary;

               (F) contained in any agreement governing Debt incurred by a
          Foreign Restricted Subsidiary permitted under Section 4.09; PROVIDED
          that such restrictions only apply to such Foreign Restricted
          Subsidiary; PROVIDED, FURTHER that such Debt is not guaranteed by the
          Parent or any of its Domestic Restricted Subsidiaries;

               (G) contained in any other agreement, instrument or document
          relating to Senior Debt in effect after the Issue Date; PROVIDED that
          the terms and conditions of such restrictions are not materially more
          restrictive taken as a whole than those restrictions imposed in
          connection with the Senior Credit Facility as in effect on the Issue
          Date (which may result in restrictions upon a Restricted Subsidiary so
          long as such restrictions are not materially more restrictive taken as
          a whole than the comparable restriction that is applicable to the
          Parent or the Company); and

        (ii)  with respect to clause (iii) only, to restrictions:

               (A) relating to Debt that is permitted to be Incurred and secured
          without also securing the Notes or the applicable Guarantee pursuant
          to Section 4.09 and Section 4.11 that limit the right of the debtor to
          dispose of the Property securing such Debt,

               (B) encumbering Property at the time such Property was acquired
          by the Parent, the Company or any Restricted Subsidiary, so long as
          such restrictions relate solely to the Property so acquired and were
          not created in connection with or in anticipation of such acquisition,

               (C) resulting from customary provisions restricting subletting or
          assignment of leases or customary provisions in other agreements that
          restrict assignment of such agreements or rights thereunder,

               (D) customary restrictions contained in asset sale agreements,
          sale-leaseback agreements, stock sale agreements and other similar
          agreements limiting the transfer of such Property pending the closing
          of such sale;

               (E) customary restrictions contained in joint venture and similar
          agreements entered into in the ordinary course of business and
          otherwise permitted by this Indenture;

               (F) customary non-assignment provisions in leases entered into in
          the ordinary course of business; and

               (G) restrictions on cash or other deposits or net worth imposed
          by customers under contracts entered into in the ordinary course of
          business.

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SECTION 4.14.     AFFILIATE TRANSACTIONS.

     (a)  The Parent and the Company shall not, and shall not permit any of
their respective Restricted Subsidiaries to, directly or indirectly, enter into
any transaction or series of transactions (including the purchase, sale,
transfer, assignment, lease, conveyance or exchange of any Property or the
rendering of any service) with, or for the benefit of, any Affiliate of the
Parent or the Company (an "AFFILIATE TRANSACTION"), unless:

         (i)  the terms of such Affiliate Transaction are set forth in writing
     and no less favorable to the Parent, the Company or such Restricted
     Subsidiary, as the case may be, than those that could be obtained in a
     comparable arm's-length transaction with a Person that is not an Affiliate
     of the Parent, the Company or such Restricted Subsidiary;

        (ii)  if such Affiliate Transaction involves aggregate payments or value
     in excess of $2.0 million, the Board of Directors (including, in either
     case, at least a majority of the disinterested members of the Board of
     Directors) approves such Affiliate Transaction and, in its good faith
     judgment, believes that such Affiliate Transaction complies with clause (i)
     of this paragraph as evidenced by a Board Resolution promptly delivered to
     the Trustee; and

       (iii)  if such Affiliate Transaction involves aggregate payments or value
     in excess of $10.0 million, the Company obtains a written opinion from an
     Independent Financial Advisor to the effect that the consideration to be
     paid or received in connection with such Affiliate Transaction is fair,
     from a financial point of view, to the Parent, the Company and their
     respective Restricted Subsidiaries.

     (b)  Notwithstanding the foregoing limitation, the Parent, the Company or
any Restricted Subsidiary may enter into or suffer to exist the following:

         (i)  any transaction or series of transactions between the Parent and
     one or more Restricted Subsidiaries or between two or more Restricted
     Subsidiaries in the ordinary course of business;

        (ii)  any Restricted Payment permitted to be made pursuant to Section
     4.10 or any Permitted Investment;

       (iii)  the payment of compensation (including amounts paid pursuant to
     employee benefit plans) for the personal services of officers, directors
     and employees of the Parent, the Company or any of their respective
     Restricted Subsidiaries, so long as the Board of Directors in good faith
     shall have approved the terms thereof and deemed the services theretofore
     or thereafter to be performed for such compensation to be fair
     consideration therefor;

        (iv)  loans and advances to non-executive employees made in the
     ordinary course of business and consistent with the past practices of the
     Parent, the Company or such Restricted Subsidiary, as the case may be;
     PROVIDED that such loans and advances do not exceed $1.0 million in the
     aggregate at any one time outstanding;

         (v)  agreements in effect on the Issue Date and described in the
     offering memorandum and any modifications, extensions or renewals thereto
     that are no less favorable to the Parent, the Company or any Restricted
     Subsidiary than such agreements as in effect on the Issue Date;

        (vi)  customary indemnification agreements with officers and directors
     of the Parent and its Restricted Subsidiaries or of any direct or indirect
     parent entity of the Parent;

       (vii)  transactions effected on the Issue Date in connection with the
     Transactions, including the payment of all fees and expenses described in
     the Offering Memorandum under the heading "Certain Relationships and
     Related Transactions;"

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      (viii)  transactions with a Person (other than an Unrestricted Subsidiary
     of the Parent) that is an Affiliate of the Parent solely because the Parent
     owns, directly or through a Restricted Subsidiary, Capital Stock in or
     controls such Person;

        (ix)  any payments or other transactions pursuant to any tax sharing
     agreement between Parent and any other Person with which Parent files a
     consolidated tax return or with which Parent is part of a consolidated
     group for tax purposes;

         (x)  transactions pursuant to the Management Agreement, as in effect on
     the Issue Date, as such agreement may be amended, modified, or replaced
     from time to time so long as the amended, modified or new agreement, taken
     as a whole, is no less favorable to the Parent and its Restricted
     Subsidiaries than the Management Agreement as in effect on the Issue Date;

        (xi)  the issuance of Capital Stock (other than Disqualified Capital
     Stock) of the Parent to any direct or indirect parent entity of the Parent;
     and

       (xii)  transactions between a Securitization Subsidiary and the Parent
     or one or more Restricted Subsidiaries in connection with a Permitted
     Receivables Financing.

SECTION 4.15.     ISSUANCE OR SALE OF CAPITAL STOCK OF RESTRICTED SUBSIDIARIES.

     (a)  The Parent and the Company shall not, directly or indirectly:

         (i)  sell, pledge, hypothecate or otherwise dispose of any shares of
     Capital Stock of a Restricted Subsidiary (other than to secure Senior Debt
     permitted to be incurred under this Indenture); or

        (ii)  permit any Restricted Subsidiary to, directly or indirectly,
     issue or sell or otherwise dispose of any shares of its Capital Stock;

     other than, in the case of either (i) or (ii):

               (A) directors' qualifying shares;

               (B) to the Parent or a Restricted Subsidiary; or

               (C) a disposition of outstanding shares of Capital Stock of such
          Restricted Subsidiary (other than the Company or Holdings) such that
          following such disposition, such Restricted Subsidiary ceases to be a
          Subsidiary of the Parent or the Company; PROVIDED, HOWEVER, that, in
          the case of this clause (C), such disposition is effected in
          compliance with Section 4.12 and, to the extent applicable, Section
          4.10 and upon consummation of such disposition and execution and
          delivery of a supplemental indenture in form satisfactory to the
          Trustee, such Restricted Subsidiary shall be released from any
          Guarantee previously made by such Restricted Subsidiary.

SECTION 4.16.     LIMITATION ON LAYERED DEBT.

          The Parent and the Company shall not, and shall not permit any
Guarantor to, Incur, directly or indirectly, any Debt that is subordinate or
junior in right of payment to any Senior Debt unless such Debt is Senior Debt
incurred under the Senior Credit Facility, Senior Subordinated Debt or is
expressly subordinated in right of payment to Senior Subordinated Debt. In
addition, no Guarantor shall Guarantee, directly or indirectly, any Debt of the
Company that is subordinate or junior in right of payment to any Senior Debt
unless such Guarantee is expressly subordinate in right of payment to, or ranks
PARI PASSU with, the Guarantee of such Guarantor. No Debt of the Parent, the
Company or any Guarantor will be deemed to be subordinated in right of payment
to any other Debt of the Parent, the Company or any Guarantor solely by virtue
of being unsecured or by virtue of the fact that the

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holders of such Debt have entered into intercreditor agreements or arrangements
giving one or more of such holders priority over the other holders in the
collateral held by them.

SECTION 4.17.     DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES.

     (a)  The Board of Directors of the Company may designate any of its
Subsidiaries to be an Unrestricted Subsidiary if the Parent or a Restricted
Subsidiary, as the case may be, is permitted to make such Investment in such
Subsidiary and such Subsidiary:

         (i)  does not own any Capital Stock or Debt of, or own or hold any
     Lien on any Property of, the Parent or any Restricted Subsidiary;

        (ii)  has no Debt other than Non-Recourse Debt; PROVIDED, HOWEVER, that
     the Parent or a Restricted Subsidiary may loan, advance, extend credit to,
     or guarantee the Debt of an Unrestricted Subsidiary at any time at or after
     such Subsidiary is designated as an Unrestricted Subsidiary in accordance
     with Section 4.10;

       (iii)  except as would be permitted by Section 4.14, is not party to any
     agreement, contract, arrangement or understanding with the Parent or any
     Restricted Subsidiaries unless the terms of any such agreement, contract,
     arrangement or understanding are no less favorable, taken as a whole, to
     the Company or such Restricted Subsidiary than those that might be obtained
     at the time from Persons who are not Affiliates of the Parent or the
     Company;

        (iv)  is a Person with respect to which neither the Parent nor any
     Restricted Subsidiaries has any direct or indirect obligation (A) to
     subscribe for additional Capital Stock or (B) to maintain or preserve such
     Person's financial condition or to cause such Person to achieve any
     specified levels of operating results; and

         (v)  has not Guaranteed or otherwise directly or indirectly provided
     credit support in the form of Debt for any Debt of the Parent or its
     Restricted Subsidiaries.

     (b)  Unless so designated as an Unrestricted Subsidiary, any Person that
becomes a Subsidiary of the Parent will be classified as a Restricted
Subsidiary; PROVIDED, HOWEVER, that such Subsidiary shall not be designated a
Restricted Subsidiary and shall be automatically classified as an Unrestricted
Subsidiary if either of the requirements set forth in subparagraphs (i) and (ii)
of clause (d) below will not be satisfied after giving pro forma effect to such
classification or if such Person is a Subsidiary of an Unrestricted Subsidiary.

     (c)  Except as provided in the first sentence of clause (b), no Restricted
Subsidiary may be redesignated as an Unrestricted Subsidiary, and neither the
Parent nor any Restricted Subsidiary shall at any time be directly or indirectly
liable for any Debt that provides that the holder thereof may (with the passage
of time or notice or both) declare a default thereon or cause the payment
thereof to be accelerated or payable prior to its Stated Maturity upon the
occurrence of a default with respect to any Debt, Lien or other obligation of
any Unrestricted Subsidiary (including any right to take enforcement action
against such Unrestricted Subsidiary). Upon designation of a Restricted
Subsidiary as an Unrestricted Subsidiary in compliance with this Section 4.17,
such Restricted Subsidiary shall, by execution and delivery of a supplemental
indenture in form satisfactory to the Trustee, be released from any Guarantee
previously made by such Restricted Subsidiary.

     (d)  The Board of Directors of the Company may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma
effect to such designation,

         (i)  the Company could Incur at least $1.00 of additional Debt
     pursuant to Section 4.09(a); and

        (ii)  no Default or Event of Default shall have occurred and be
     continuing or would result therefrom.

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          Any such designation or redesignation by the Board of Directors will
be evidenced to the Trustee by filing with the Trustee a Board Resolution giving
effect to such designation or redesignation and an Officers' Certificate that:

          (a) certifies that such designation or redesignation complies with the
     foregoing provisions, and

          (b) gives the effective date of such designation or redesignation;

such filing with the Trustee to occur within 45 days after the end of the fiscal
quarter of the Company in which such designation or redesignation is made (or,
in the case of a designation or redesignation made during the last fiscal
quarter of the Company's fiscal year, within 90 days after the end of such
fiscal year).

SECTION 4.18.     REPURCHASE AT THE OPTION OF HOLDERS UPON A CHANGE OF CONTROL

     (a)  Upon the occurrence of a Change of Control, the Company shall, within
30 days of a Change of Control, make an offer (the "CHANGE OF CONTROL OFFER")
pursuant to the procedures set forth in Section 3.09. Each Holder shall have the
right to accept such offer and require the Company to repurchase all or any
portion (equal to $1,000 or an integral multiple of $1,000) of such Holder's
Notes pursuant to the Change of Control Offer at a purchase price, in cash (the
"CHANGE OF CONTROL AMOUNT"), equal to 101% of the aggregate principal amount of
Notes repurchased, plus accrued and unpaid interest on the Notes repurchased, to
the Purchase Date.

     (b)  The Company will not be required to make a Change of Control Offer
upon a Change of Control if (i) a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements
set forth in this Indenture applicable to the Company and purchases all Notes
properly tendered and not withdrawn under the Change of Control Offer or (ii) an
irrevocable notice of redemption for all outstanding Notes has been given in
accordance with this Indenture.

     (c)  A Change of Control Offer may be made in advance of a Change of
Control, conditional upon the Change of Control, if a definitive agreement is in
place for the Change of Control at the time the Change of Control Offer is made.

SECTION 4.19.     FUTURE GUARANTORS.

          The Parent and the Company shall cause each Person that becomes a
Domestic Restricted Subsidiary (other than a Securitization Subsidiary)
following the Issue Date to execute and deliver to the Trustee a Guarantee at
the time such Person becomes a Domestic Restricted Subsidiary. In addition, the
Parent and the Company will cause each of its respective existing non-Guarantor
Subsidiaries and each of its respective Foreign Restricted Subsidiaries created
or acquired after the Issue Date which has guaranteed or which guarantees any
Debt of the Parent or any of its Domestic Restricted Subsidiaries, to execute
and deliver to the Trustee a Guarantee pursuant to which such non-Guarantor
Subsidiary or Foreign Restricted Subsidiary will guarantee payment of the
Company's obligations under the Notes on the same terms and conditions as set
forth in the guarantee of such other Debt of the Parent or any Domestic
Restricted Subsidiary given by such non-Guarantor Subsidiary or Foreign
Restricted Subsidiary; PROVIDED that if such Debt is by its express terms
subordinated in right of payment to the Notes, any such guarantee of such
non-Guarantor Subsidiary or Foreign Restricted Subsidiary with respect to such
Debt will be subordinated in right of payment to such non-Guarantor Subsidiary's
or Foreign Restricted Subsidiary's Guarantee with respect to the Notes
substantially to the same extent as such Debt is subordinated to the Notes;
PROVIDED, FURTHER, HOWEVER, that any such Guarantee shall also provide by its
terms that it will be automatically and unconditionally released upon the
release or discharge of such guarantee of payment of such other Debt (except a
discharge by or as a result of payment under such guarantee).

                                   ARTICLE 5.

                                   SUCCESSORS

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SECTION 5.01.     MERGER, CONSOLIDATION AND SALE OF ASSETS

     (a) The Company shall not merge, consolidate or amalgamate with or into any
other Person (other than a merger of a Wholly Owned Restricted Subsidiary into
the Company) or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all of its Property in any one transaction or series of
transactions unless:

         (i)  the Company shall be the Surviving Person in such merger,
     consolidation or amalgamation, or the Surviving Person (if other than the
     Company) formed by such merger, consolidation or amalgamation or to which
     such sale, transfer, assignment, lease, conveyance or disposition is made
     shall be a corporation, partnership or limited liability company organized
     and existing under the laws of the United States of America, any State
     thereof or the District of Columbia; PROVIDED, HOWEVER, that if such Person
     is a limited liability company or partnership, a corporate Wholly Owned
     Restricted Subsidiary of such Person becomes a co-issuer of the Notes in
     connection therewith;

        (ii)  the Surviving Person (if other than the Company) expressly
     assumes, by supplemental indenture in form satisfactory to the Trustee,
     executed and delivered to the Trustee by such Surviving Person, the due and
     punctual payment of the principal of, and premium, if any, and interest on,
     all the Notes, according to their tenor, and the due and punctual
     performance and observance of all the covenants and conditions of this
     Indenture to be performed by the Company;

       (iii)  in the case of a sale, transfer, assignment, lease, conveyance
     or other disposition of all or substantially all the Property of the
     Company, such Property shall have been transferred as an entirety or
     virtually as an entirety to one Person;

        (iv)  immediately before and after giving effect to such transaction or
     series of transactions on a PRO FORMA basis (and treating, for purposes of
     this clause (iv) and clause (v) below, any Debt that becomes, or is
     anticipated to become, an obligation of the Surviving Person or any
     Restricted Subsidiary as a result of such transaction or series of
     transactions as having been Incurred by the Surviving Person or such
     Restricted Subsidiary at the time of such transaction or series of
     transactions), no Default or Event of Default shall have occurred and be
     continuing;

         (v)  immediately after giving effect to such transaction or series of
     transactions on a PRO FORMA basis, the Company or the Surviving Person, as
     the case may be, would be able to Incur at least $1.00 of additional Debt
     under Section 4.09(a); and

        (vi)  the Company shall deliver, or cause to be delivered, to the
     Trustee, in form and substance reasonably satisfactory to the Trustee, an
     Officers' Certificate and an Opinion of Counsel, each stating that such
     transaction or series of transactions and the supplemental indenture, if
     any, in respect thereto comply with this covenant and that all conditions
     precedent herein provided for relating to such transaction or series of
     transactions have been satisfied.

          The foregoing provisions (other than clause (iv)) shall not apply to
any transaction or series of transactions which constitute an Asset Sale if the
Company has complied with Section 4.12.

     (b)  The Parent shall not, and the Parent and the Company shall not permit
any Guarantor to merge, consolidate or amalgamate with or into any other Person
(other than a merger of a Wholly Owned Restricted Subsidiary into the Company or
such Guarantor) or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all its Property in any one transaction or series of
transactions (other than a sale, transfer, assignment, lease, conveyance or
other disposition between or among the Company and any Guarantor) unless:

         (i)  the Surviving Person (if not such Guarantor) formed by such
     merger, consolidation or amalgamation or to which such sale, transfer,
     assignment, lease, conveyance or disposition is made shall be a
     corporation, company (including a limited liability company) or partnership
     organized and existing under the laws of the United States of America, any
     State thereof or the District of Columbia;

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        (ii)  the Surviving Person (if other than such Guarantor) expressly
     assumes, by supplemental indenture in form satisfactory to the Trustee,
     executed and delivered to the Trustee by such Surviving Person, the due and
     punctual performance and observance of all the obligations of such
     Guarantor under its Guarantee;

       (iii)  in the case of a sale, transfer, assignment, lease, conveyance or
     other disposition of all or substantially all the Property of such
     Guarantor, such Property shall have been transferred as an entirety or
     virtually as an entirety to one Person;

        (iv)  immediately before and after giving effect to such transaction or
     series of transactions on a pro forma basis (and treating, for purposes of
     this clause (iv) and clause (v) below, any Debt that becomes, or is
     anticipated to become, an obligation of the Surviving Person, the Company
     or any Restricted Subsidiary as a result of such transaction or series of
     transactions as having been Incurred by the Surviving Person, the Company
     or such Restricted Subsidiary at the time of such transaction or series of
     transactions), no Default or Event of Default shall have occurred and be
     continuing;

         (v)  immediately after giving effect to such transaction or series of
     transactions on a pro forma basis, the Company would be able to Incur at
     least $1.00 of additional Debt under Section 4.09(a); and

        (vi)  the Company shall deliver, or cause to be delivered, to the
     Trustee, in form and substance reasonably satisfactory to the Trustee, an
     Officers' Certificate and an Opinion of Counsel, each stating that such
     transaction or series of transactions and such Guarantee, if any, in
     respect thereto comply with this covenant and that all conditions precedent
     herein provided for relating to such transaction or series of transactions
     have been satisfied.

The foregoing provisions (other than clause (iv)) shall not apply to any
transaction or series of transactions which constitute an Asset Sale if the
Company has complied with Section 4.12.

SECTION 5.02.     SUCCESSOR CORPORATION SUBSTITUTED.

          The Surviving Person shall succeed to, and be substituted for, and may
exercise every right and power of the Company or a Subsidiary Guarantor, as
applicable, under this Indenture; PROVIDED, HOWEVER, that the predecessor entity
shall not be released from any of the obligations or covenants under this
Indenture, including with respect to the payment of the Notes and obligations
under the Guarantee, as the case may be, in the case of:

     (a)  a sale, transfer, assignment, conveyance or other disposition (unless
such sale, transfer, assignment, conveyance or other disposition is of all of
the assets of the Company as an entirety or substantially as an entirety, or

     (b)  a lease.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES

SECTION 6.01.     EVENTS OF DEFAULT.

Each of the following constitutes an "Event of Default" with respect to the
Notes:

     (a)  failure to make the payment of any interest on the Notes when the same
becomes due and payable, and such failure continues for a period of 30 days;

     (b)  failure to make the payment of any principal of, or premium, if any,
on, any of the Notes when the same becomes due and payable at its Stated
Maturity, upon acceleration, redemption, optional redemption, required
repurchase or otherwise;

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     (c)  failure to comply with Section 5.01;

     (d)  failure to comply with any other covenant or agreement in the Notes or
in this Indenture (other than a failure that is the subject of the foregoing
clause (a), (b) or (c)), and such failure continues for 30 days after written
notice is given to the Company by the Trustee or the Holders of not less than
25% in aggregate principal amount of the Notes then outstanding specifying such
default, demanding that it be remedied and stating that such notice is a "Notice
of Default";

     (e)  a default under any Debt by the Parent or any Restricted Subsidiary
that results in acceleration of the maturity of such Debt, or failure to pay any
such Debt at maturity, in an aggregate amount greater than $10.0 million or its
foreign currency equivalent at the time;

     (f)  any final judgment or judgments for the payment of money in an
aggregate amount in excess of $10.0 million (or its foreign currency equivalent
at the time) (net of any amounts that a reputable and creditworthy insurance
company shall have acknowledged liability for in writing) that shall be rendered
against the Parent or any Restricted Subsidiary and that shall not be waived,
satisfied or discharged for any period of 30 consecutive days during which a
stay of enforcement shall not be in effect;

     (g)  any Guarantee of the Parent or a Significant Restricted Subsidiary
ceases to be in full force and effect (other than in accordance with the terms
of such Guarantee) or any Guarantor denies or disaffirms its obligations under
its Guarantee;

     (h)  the Company or any of its Significant Restricted Subsidiaries or any
group of Restricted Subsidiaries that, when taken together, would constitute a
Significant Restricted Subsidiary pursuant to or within the meaning of any
Bankruptcy Law:

               (A) commences a voluntary case or gives notice of intention to
          make a proposal under any Bankruptcy Law;

               (B) consents to the entry of an order for relief against it in an
          involuntary case or consents to its dissolution or winding up;

               (C) consents to the appointment of a receiver, interim receiver,
          receiver and manager, liquidator, trustee or custodian of it or for
          all or substantially all of its property;

               (D) makes a general assignment for the benefit of its creditors;
          or

               (E) admits in writing its inability to pay its debts as they
          become due or otherwise admits its insolvency; and

     (i)  a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

               (A) is for relief against the Company or any of its Significant
          Restricted Subsidiaries or any group of Restricted Subsidiaries that,
          when taken together, would constitute a Significant Restricted
          Subsidiary in an involuntary case; or

               (B) appoints a receiver, interim receiver, receiver and manager,
          liquidator, trustee or custodian of the Company or any of its
          Significant Restricted Subsidiaries or any group of Restricted
          Subsidiaries that, when taken together, would constitute a Significant
          Restricted Subsidiary or for all or substantially all of the property
          of the Company or any of its Significant Restricted Subsidiaries or
          any group of Restricted Subsidiaries that, when taken together, would
          constitute a Significant Restricted Subsidiary; or

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               (C) orders the liquidation of the Company or any of its
          Significant Restricted Subsidiaries or any group of Restricted
          Subsidiaries that, when taken together, would constitute a Significant
          Restricted Subsidiary;

          and such order or decree remains unstayed and in effect for 60
consecutive days.

SECTION 6.02.     ACCELERATION.

          If any Event of Default (other than that described in Section 6.01(h)
or (i)) occurs and is continuing, the Trustee may, and the Trustee upon the
request of Holders of 25% in principal amount of the outstanding Notes shall, or
the Holders of at least 25% in principal amount of outstanding Notes may,
declare the principal of all the Notes, together with all accrued and unpaid
interest, premium, if any, to be due and payable by notice in writing to the
Company and the Trustee specifying the respective Event of Default and that such
notice is a notice of acceleration (the "ACCELERATION NOTICE"), and the same
shall become immediately due and payable.

          In the case of an Event of Default specified in Section 6.01(h) or
(i), all outstanding Notes shall become due and payable immediately without any
further declaration or other act on the part of the Trustee or the Holders.

          After any such acceleration, but before a judgment or decree based on
acceleration is obtained by the Trustee, the registered holders of at least a
majority in aggregate principal amount of the Notes then outstanding may, under
certain circumstances, rescind and annul such acceleration if all Events of
Default, other than the nonpayment of accelerated principal, premium or
interest, have been cured or waived as provided in the indenture.

          In the event of a declaration of acceleration of the Notes because an
Event of Default described in Section 6.01(e) above has occurred and is
continuing, the declaration of acceleration of the Notes shall be automatically
annulled if the event of default or payment default triggering such Event of
Default shall be remedied or cured by the Parent or a Restricted Subsidiary or
waived by the holders of the relevant Debt within 30 days after the declaration
of acceleration with respect thereto and if (1) the annulment of the
acceleration of the Notes would not conflict with any judgment or decree of a
court of competent jurisdiction and (2) all existing Events of Default, except
non-payment of principal, premium or interest on the Notes that became due
solely because of the acceleration of the Notes have been cured or waived.

          Holders may not enforce this Indenture or the Notes except as provided
in this Indenture.

SECTION 6.03.     OTHER REMEDIES.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder in exercising any right or remedy accruing
upon an Event of Default shall not impair the right or remedy or constitute a
waiver of or acquiescence in the Event of Default. All remedies shall be
cumulative to the extent permitted by law.

SECTION 6.04.     WAIVER OF DEFAULTS.

     (a)  The Holders of at least a majority in aggregate principal amount of
the Notes then outstanding by notice to the Trustee may on behalf of the Holders
of all of the Notes, waive any existing Default or Event of Default, and its
consequences, except a continuing Default or Event of Default (i) in the payment
of the principal of, premium, if any, or interest, on the Notes and (ii) in
respect of a covenant or provision which under this Indenture cannot be modified
or amended without the consent of the Holder of each Note affected by such
modification or amendment. Upon any waiver of a Default or Event of Default,
such Default shall cease to exist, and any Event of

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Default arising therefrom shall be deemed cured for every purpose of this
Indenture but no such waiver shall extend to any subsequent or other Default or
Event of Default or impair any right consequent thereon.

SECTION 6.05.     CONTROL BY MAJORITY.

          Subject to Section 7.01, Section 7.02(f) (including the Trustee's
receipt of the security or indemnification described therein) and Section 7.07
hereof, in case an Event of Default shall occur and be continuing, the Holders
of a majority in aggregate principal amount of the Notes then outstanding shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Notes.

SECTION 6.06.     LIMITATION ON SUITS.

          No Holder shall have any right to institute any proceeding with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any remedy thereunder, unless:

     (a)  such Holder has previously given to the Trustee written notice of a
continuing Event of Default or the Trustee receives the notice from the Company,

     (b)  Holders of at least 25% in aggregate principal amount of the Notes
then outstanding have made written request and offered reasonable indemnity to
the Trustee to institute such proceeding as trustee, and

     (c)  the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of the Notes then outstanding a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days.

          The preceding limitations shall not apply to a suit instituted by a
Holder for enforcement of payment of principal of, and premium, if any, or
interest on, a Note on or after the respective due dates for such payments set
forth in such Note.

          A Holder may not use this Indenture to affect, disturb or prejudice
the rights of another Holder or to obtain a preference or priority over another
Holder.

SECTION 6.07.     RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

          Notwithstanding any other provision of this Indenture (including
Section 6.06), the right of any Holder to receive payment of principal, premium,
if any, and interest on the Notes held by such Holder, on or after the
respective due dates expressed in the Notes (including in connection with an
offer to purchase), or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.

SECTION 6.08.     COLLECTION SUIT BY TRUSTEE.

          If an Event of Default specified in Section 6.01 (a) or (b) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium, if any, and interest then due and owing (together with
interest on overdue principal and, to the extent lawful, interest) and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

SECTION 6.09.     TRUSTEE MAY FILE PROOFS OF CLAIM.

          The Trustee shall be authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders

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allowed in any judicial proceedings relative to the Company (or any other
obligor upon the Notes), its creditors or its property and shall be entitled and
empowered to collect, receive and distribute any money or other property payable
or deliverable on any such claims and any custodian in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee, and in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due to it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee and its agents and counsel,
and any other amounts due the Trustee under Section 7.07 hereof out of the
estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, moneys, securities and any other properties that the Holders may
be entitled to receive in such proceeding whether in liquidation or under any
plan of reorganization or arrangement or otherwise. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

SECTION 6.10.     PRIORITIES.

          If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

          FIRST: to the Trustee, its agents and attorneys for amounts due under
Section 7.07 hereof, including payment of all compensation, expenses and
liabilities incurred, and all advances made, by the Trustee and the costs and
expenses of collection;

          SECOND: to Holders for amounts due and unpaid on the Notes for
principal, premium, if any, and interest ratably, without preference or priority
of any kind, according to the amounts due and payable on the Notes for
principal, premium, if any, and interest, respectively; and

          THIRD: to the Company or to such party as a court of competent
jurisdiction shall direct.

          The Trustee may fix a record date and payment date for any payment to
Holders pursuant to this Section 6.10.

SECTION 6.11.     UNDERTAKING FOR COSTS.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 shall not apply to a suit by the Trustee, a suit by the
Company, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by
Holders of more than 10% in principal amount of the then outstanding Notes.

                                   ARTICLE 7.

                                     TRUSTEE

SECTION 7.01.     DUTIES OF TRUSTEE

     (a)  If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent Person would
exercise or use under the circumstances in the conduct of such Person's own
affairs.

     (b) Except during the continuance of an Event of Default:

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         (i)  the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

        (ii)  in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture. However,
     the Trustee shall examine the certificates and opinions to determine
     whether or not they conform to the requirements of this Indenture (but need
     not confirm or investigate the accuracy of mathematical calculations or
     other facts stated therein).

     (c)  The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

         (i)  this paragraph does not limit the effect of paragraph (b) of this
     Section;

        (ii)  the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts; and

       (iii)  the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05 hereof.

     (d)  Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b) and (c) of this Section 7.01.

     (e)  No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     (f)  The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregate from other funds except to the extent
required by law.

SECTION 7.02.     RIGHTS OF TRUSTEE.

          Subject to TIA Section 315:

     (a)  The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in any such document.

     (b)  Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     (c)  The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (d)  Unless otherwise specifically provided in this Indenture, any demand,
request, direction or notice from the Company shall be sufficient if signed by
an Officer of the Company.

     (e)  The Trustee shall not be deemed to have notice of any Default or Event
of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in

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fact such a Default or Event of Default is received by a Responsible Officer of
the Trustee at the Corporate Trust Office of the Trustee from the Company or the
Holders of 25% in aggregate principal amount of the outstanding Notes, and such
notice references the specific Default or Event of Default, the Notes and this
Indenture.

     (f)  The Trustee shall not be required to give any bond or surety in
respect of the performance of its power and duties hereunder.

     (g)  The Trustee shall have no duty to inquire as to the performance of the
Company's covenants herein.

     (h)  The Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

SECTION 7.03.     INDIVIDUAL RIGHTS OF TRUSTEE.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the Commission
for permission to continue as Trustee or resign. Any Agent may do the same with
like rights and duties. The Trustee shall also be subject to Sections 7.10 and
7.11 hereof.

SECTION 7.04.     TRUSTEE'S DISCLAIMER.

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.05.     NOTICE OF DEFAULTS.

          If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders a notice of the Default
or Event of Default within 90 days after it occurs. Except in the case of a
Default or Event of Default in payment of principal of, premium, if any, or
interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders.

SECTION 7.06.     REPORTS BY TRUSTEE TO HOLDERS.

          Within 60 days after each May 15 beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders a brief report dated as of such reporting date
that complies with TIA Section 313(a) (but if no event described in TIA
Section 313(a) has occurred within the twelve months preceding the reporting
date, no report need be transmitted). The Trustee also shall comply with TIA
Section 313(b)(2). The Trustee shall also transmit by mail all reports as
required by TIA Section 313(c).

          A copy of each report at the time of its mailing to the Holders shall
be mailed to the Company and filed with the Commission and each stock exchange
on which the Notes are listed in accordance with TIA Section 313(d). The Company
shall promptly notify the Trustee when the Notes are listed on any stock
exchange and any delisting thereof.

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SECTION 7.07.     COMPENSATION AND INDEMNITY.

          The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

          The Company shall indemnify the Trustee (in its capacity as Trustee)
or any predecessor Trustee (in its capacity as Trustee) against any and all
losses, claims, damages, penalties, fines, liabilities or expenses, including
incidental and out-of-pocket expenses and reasonable attorneys fees (for
purposes of this Article, "LOSSES") incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company (including this Section 7.07) and defending itself against any claim
(whether asserted by the Company or any Holder or any other Person) or liability
in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent such losses may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations under this Section
7.07, to the extent the Company has been prejudiced thereby. The Company shall
defend the claim, and the Trustee shall cooperate in the defense. The Trustee
may have separate counsel if the Trustee has been reasonably advised by counsel
that there may be one or more legal defenses available to it that are different
from or additional to those available to the Company and in the reasonable
judgment of such counsel it is advisable for the Trustee to engage separate
counsel, and the Company shall pay the reasonable fees and expenses of such
counsel. The Company need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld. The Company need not reimburse
any expense or indemnify against any loss incurred by the Trustee through the
Trustee's own willful misconduct, negligence or bad faith.

          The obligations of the Company under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture, the resignation or removal of
the Trustee and payment in full of the Notes through the expiration of the
applicable statute of limitations.

          To secure the Company's payment obligations in this Section, the
Trustee shall have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal, premium,
if any, and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(h) or (i) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

SECTION 7.08.     REPLACEMENT OF TRUSTEE.

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08.

          The Trustee may resign in writing at any time upon 30 days' prior
notice to the Company and be discharged from the trust hereby created by so
notifying the Company. The Holders of a majority in aggregate principal amount
of the then outstanding Notes may remove the Trustee by so notifying the Trustee
and the Company in writing. The Company may remove the Trustee if:

     (a)  the Trustee fails to comply with Section 7.10 hereof;

     (b)  the Trustee is adjudged bankrupt or insolvent or an order for relief
is entered with respect to the Trustee under any Bankruptcy Law;

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     (c)  a custodian or public officer takes charge of the Trustee or its
property; or

     (d)  the Trustee becomes incapable of acting.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

          If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in aggregate principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

          If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10 hereof, such
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. Subject to the Lien provided for in Section 7.07 hereof,
the retiring Trustee shall promptly transfer all property held by it as Trustee
to the successor Trustee; PROVIDED, HOWEVER, that all sums owing to the Trustee
hereunder shall have been paid. Notwithstanding replacement of the Trustee
pursuant to this Section 7.08, the Company's obligations under Section 7.07
hereof shall continue for the benefit of the retiring Trustee.

          In the case of an appointment hereunder of a separate or successor
Trustee with respect to the Notes, the Company, the Guarantors, any retiring
Trustee and each successor or separate Trustee with respect to the Notes shall
execute and deliver an Indenture supplemental hereto (1) which shall contain
such provisions as shall be deemed necessary or desirable to confirm that all
the rights, powers, trusts and duties of any retiring Trustee with respect to
the Notes as to which any such retiring Trustee is not retiring shall continue
to be vested in such retiring Trustee and (2) that shall add to or change any of
the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Trustee co-trustees of the same trust and that each such
separate, retiring or successor Trustee shall be Trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any such other Trustee.

SECTION 7.09.     SUCCESSOR TRUSTEE BY MERGER, ETC.

          If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation or
banking association, the successor corporation or banking association without
any further act shall, if such successor corporation or banking association is
otherwise eligible hereunder, be the successor Trustee.

SECTION 7.10.     ELIGIBILITY; DISQUALIFICATION.

          There shall at all times be a Trustee hereunder that is a Person
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50.0
million (or a wholly-owned subsidiary of a bank or trust company, or of a bank
holding company, the principal subsidiary of which is a bank or trust company
having a combined capital and surplus of at least $50.0 million) as set forth in
its most recent published annual report of condition.

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          This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

SECTION 7.11.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

          The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01.     OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

          The Company may, at its option and at any time, elect to have either
Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance
with the conditions set forth in this Article 8.

SECTION 8.02.     LEGAL DEFEASANCE AND DISCHARGE.

          Upon the Company's exercise under Section 8.01 of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04, be deemed to have been discharged
from its obligations with respect to all outstanding Notes on the date the
conditions set forth below are satisfied (hereinafter, "LEGAL DEFEASANCE") and
each Guarantor shall be released from all of its obligations under its
Guarantee. For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Debt represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 and the other Sections of this Indenture referred
to in (a) and (b) below, and to have satisfied all its other obligations under
the Notes and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except
for the following provisions which shall survive until otherwise terminated or
discharged hereunder:

          (a) the rights of Holders of outstanding Notes to receive solely from
the trust fund described in Section 8.04, and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, or interest
on such Notes when such payments are due,

          (b) the Company's obligations with respect to such Notes under Article
2 and Sections 4.01 and 4.02,

          (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder and the Company's obligations in connection therewith and

          (d) this Article 8.

          If the Company exercises under Section 8.01 the option applicable to
this Section 8.02, subject to the satisfaction of the conditions set forth in
Section 8.04, payment of the Notes may not be accelerated because of an Event of
Default. Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03.

SECTION 8.03.     COVENANT DEFEASANCE.

          Upon the Company's exercise under Section 8.01 of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04, be released from its obligations
under the covenants contained in Sections 4.03, 4.09 through 4.16, 4.18 and 4.19
hereof, and the operation of Sections 5.01(a)(v) and (b)(v), with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
are satisfied (hereinafter, "COVENANT DEFEASANCE") and each Guarantor shall be
released from all of its obligations under its Guarantee with respect to such
covenants in connection with such outstanding Notes and the

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Notes shall thereafter be deemed not "outstanding" for the purposes of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01,
but, except as specified above, the remainder of this Indenture and such Notes
shall be unaffected thereby. If the Company exercises under Section 8.01 the
option applicable to this Section 8.03, subject to the satisfaction of the
conditions set forth in Section 8.04, payment of the Notes may not be
accelerated because of an Event of Default specified in clause (d) (with respect
to the covenants contained in Sections 4.03, 4.09 through 4.16, 4.18 and 4.19
hereof), (e), (f), (g), (h) and (i) (but in the case of (h) and (i) of Section
6.01, with respect to Significant Restricted Subsidiaries only) or because of
the Company's or the Parent's failure to comply with clauses (a)(v) and (b)(v)
of Section 5.01.

SECTION 8.04.     CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

          The following shall be the conditions to the application of either
Section 8.02 or 8.03 to the outstanding Notes.

          The Legal Defeasance or Covenant Defeasance may be exercised only if:

     (a)  the Company irrevocably deposits with the Trustee, in trust (the
"DEFEASANCE TRUST"), for the benefit of the Holders, cash in U.S. dollars,
non-callable U.S. Government Obligations, or a combination of cash in U.S.
dollars and non-callable U.S. Government Obligations, in an amount sufficient,
in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and interest on the
outstanding Notes on the Stated Maturity or on the next redemption date, as the
case may be, and the Company shall specify whether the Notes are being defeased
to maturity or to such particular redemption date;

     (b)  in the case of Legal Defeasance, the Company shall deliver to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
that (i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (ii) subsequent to the Issue Date, there
has been a change in the applicable federal income tax law, in either case to
the effect that, and based thereon such Opinion of Counsel shall confirm that,
the Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Legal Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Legal Defeasance had not
occurred;

     (c)  in the case of Covenant Defeasance, the Company shall deliver to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
that the Holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Covenant Defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such Covenant Defeasance
had not occurred;

     (d)  no Default or Event of Default has occurred and is continuing on the
date of deposit and after giving effect thereto (other than a Default resulting
from the borrowing of funds to be applied to such deposit);

     (e)  such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any Restricted
Subsidiary is a party or by which the Company or any Restricted Subsidiary is
bound;

     (f)  the Company delivers to the Trustee an Opinion of Counsel to the
effect that the trust resulting from the deposit does not constitute, or is
qualified as, a regulated investment company under the Investment Company Act of
1940;

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     (g)  the Company must deliver to the Trustee an Officers' Certificate
stating that the deposit was not made by the Company with the intent of
preferring the holders of the Notes over the other creditors of the Company with
the intent of defeating, hindering, delaying or defrauding creditors of the
Company or others; and

     (h)  the Company delivers to the Trustee an Officers' Certificate and an
Opinion of Counsel, each stating that all conditions precedent relating to the
Legal Defeasance or the Covenant Defeasance have been complied with.

SECTION 8.05.     DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

          Subject to Section 8.06, all cash and non-callable U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"TRUSTEE") pursuant to Section 8.04 in respect of the outstanding Notes shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of all sums due and to become due thereon in respect
of principal, premium, if any, and interest but such cash and securities need
not be segregated from other funds except to the extent required by law.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable U.S.
Government Obligations deposited pursuant to Section 8.04 hereof or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
outstanding Notes.

          Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon the request
of the Company any cash or non-callable U.S. Government Obligations held by it
as provided in Section 8.04 which, in the opinion of a nationally recognized
firm of independent certified public accountants expressed in a written
certification thereof delivered to the Trustee (which may be the certification
delivered under Section 8.04(a)), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or
Covenant Defeasance.

SECTION 8.06.     REPAYMENT TO COMPANY.

          The Trustee shall promptly, and in any event, no later than five (5)
Business Days, pay to the Company after request therefor, any excess money held
with respect to the Notes at such time in excess of amounts required to pay any
of the Company's Obligations then owing with respect to the Notes.

          Any cash or non-callable U.S. Government Obligations deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal, premium, if any, or interest on any Note and remaining
unclaimed for one year after such principal, premium, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) shall be discharged from such trust; and the Holder shall
thereafter, as an unsecured creditor, look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such cash and securities, and all liability of the Company as trustee thereof,
shall thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in THE NEW YORK TIMES and THE WALL STREET
JOURNAL (national edition), notice that such cash and securities remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification or publication, any unclaimed balance
of such cash and securities then remaining shall be repaid to the Company.

SECTION 8.07.     REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any cash or
non-callable U.S. Government Obligations in accordance with Section 8.02 or
8.03, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's

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obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 until such
time as the Trustee or Paying Agent is permitted to apply all such cash and
securities in accordance with Section 8.02 or 8.03, as the case may be;
PROVIDED, HOWEVER, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders to
receive such payment from the cash and securities held by the Trustee or Paying
Agent.

                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01.     WITHOUT CONSENT OF HOLDERS OF NOTES.

          Notwithstanding Section 9.02 of this Indenture, the Company and the
Trustee may amend or supplement this Indenture, the Notes or the Guarantees
without the consent of any Holder to:

     (a)  cure any ambiguity, omission, defect or inconsistency in any manner
that is not adverse in any material respect to any Holder of the Notes;

     (b)  provide for the assumption by a Surviving Person of the obligations of
the Parent or the Company under this Indenture, the Notes and the Guarantees;

     (c)  provide for uncertificated Notes in addition to or in place of
certificated Notes (PROVIDED that the uncertificated Notes are issued in
registered form for purposes of Section 163(f) of the Code, or in a manner such
that the uncertificated Notes are described in Section 163(f)(2)(B) of the
Code);

     (d)  add additional Guarantees or additional obligors with respect to the
Notes or release, terminate or discharge Guarantors from Guarantees as permitted
by the terms of this Indenture;

     (e)  secure the Notes;

     (f)  add to the covenants of the Parent and the Company for the benefit of
the Holders or to surrender any right or power conferred upon the Parent or the
Company;

     (g)  make any change that does not adversely affect the legal rights
hereunder of any Holder of the Notes;

     (h)  make any change to the subordination provisions of this Indenture that
would limit or terminate the benefits available to any holder of Senior Debt
under such provisions;

     (i)  to comply with any requirement of the Commission in connection with
the qualification of this Indenture under the TIA; or

     (j)  add a co-issuer of the Notes as contemplated under Section 5.01(a)(i);

     (k)  to provide for the issuance of Additional Notes in accordance with
this Indenture; or

     (l)  to conform the text of this Indenture or the Notes to any provision of
the "Description of the Notes" section of the offering memorandum, dated as of
March 30, 2004, relating to the sale of the Initial Notes, to the extent that
such provision was intended to be a verbatim recitation of a provision of this
Indenture or the Notes.

          No amendment may be made to the subordination provisions of this
Indenture that adversely affects the rights of any holder of Senior Debt then
outstanding unless the holders of such Senior Debt (or their Representative)
consent to such change.

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SECTION 9.02.     WITH CONSENT OF HOLDERS OF NOTES.

          Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture, the Notes or the Guarantees with
the consent of the Holders of at least a majority in aggregate principal amount
of the Notes, including Additional Notes, if any, then outstanding voting as a
single class (including consents obtained in connection with a purchase of or
tender offer or exchange offer for the Notes), and, subject to Sections 6.04 and
6.07, may waive any existing Default or Event of Default (except a continuing
Default or Event of Default in (i) the payment of principal, premium, if any, or
interest on the Notes and (ii) in respect of a covenant or provision which under
this Indenture cannot be modified or amended without the consent of the Holder
of each Note affected by such modification or amendment) or compliance with any
provision of this Indenture or the Notes.

          Without the consent of each Holder, an amendment or waiver under this
Section 9.02 may not (with respect to any Notes held by a non-consenting
Holder):

          (a)  reduce the amount of Notes whose Holders must consent to an
amendment or waiver;

          (b)  reduce the rate of, or extend the time for payment of, interest,
if any, on, any Note;

          (c)  reduce the principal of, or extend the Stated Maturity of, any
Note;

          (d)  make any Note payable in money other than that stated in the
Note;

          (e)  impair the right of any Holder to receive payment of principal
of, premium, if any, and interest, if any, on, such Holder's Notes on or after
the due dates therefor or to institute suit for the enforcement of any payment
on or with respect to such Holder's Notes or any Guarantee;

          (f)  reduce the premium payable upon the redemption of any Note or
change the time at which any Note may be redeemed, as described under Section
3.07;

          (g)  reduce the premium payable upon a Change of Control or, at any
time after a Change of Control has occurred, change the time at which the Change
of Control Offer relating thereto must be made or at which the Notes must be
repurchased pursuant to such Change of Control Offer;

          (h)  at any time after the Company is obligated to make a Prepayment
Offer with the Excess Proceeds from Asset Sales, change the time at which such
Prepayment Offer must be made or at which the Notes must be repurchased pursuant
thereto;

          (i)  make any change to the subordination provisions of this Indenture
that would adversely affect the Holders of the Notes; or

          (j)  make any change in any Guarantee that would adversely affect the
Holders.

          The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Persons entitled to consent to any supplemental
indenture. If a record date is fixed, the Holders on such record date, or their
duly designated proxies, and only such Persons, shall be entitled to consent to
such supplemental indenture, whether or not such Holders remain Holders after
such record date; PROVIDED that unless such consent shall have become effective
by virtue of the requisite percentage having been obtained prior to the date
which is 120 days after such record date, any such consent previously given
shall automatically and without further action by any Holder be cancelled and of
no further effect.

          It shall not be necessary for the consent of the Holders under this
Section 9.02 to approve the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance thereof.

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          After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holder of each Note affected
thereby to such Holder's address appearing in the Security Register a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental indenture
or waiver.

SECTION 9.03.     COMPLIANCE WITH TRUST INDENTURE ACT.

          Every amendment or supplement to this Indenture or the Notes shall be
set forth in an amended or supplemental indenture that complies with the TIA as
then in effect.

SECTION 9.04.     REVOCATION AND EFFECT OF CONSENTS.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion thereof that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder or subsequent Holder may revoke the consent as to
its Note or portion thereof if the Trustee receives written notice of revocation
before the date the waiver, supplement or amendment becomes effective. An
amendment, supplement or waiver shall become effective in accordance with its
terms and thereafter shall bind every Holder.

SECTION 9.05.     NOTATION ON OR EXCHANGE OF NOTES.

          The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate new Notes
that reflect the amendment, supplement or waiver.

          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06.     TRUSTEE TO SIGN AMENDMENTS, ETC.

          The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
Neither the Company nor any Guarantor may sign an amendment or supplemental
indenture until its board of directors (or committee serving a similar function)
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon an Officers' Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture and that such amended or supplemental
indenture is the legal, valid and binding obligations of the Company enforceable
against it in accordance with its terms, subject to customary exceptions and
that such amended or supplemental indenture complies with the provisions hereof
(including Section 9.03).

                                   ARTICLE 10.

                                   GUARANTEES

SECTION 10.01.    GUARANTEE.

          Subject to this Article 10, the Guarantors hereby unconditionally
guarantee to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns: (a) the due and punctual
payment of the principal of, premium, if any, and interest on the Notes, subject
to any applicable grace period, whether at Stated Maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on the overdue
principal of and premium, if any, and, to the extent permitted by law, interest,
and the due

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and punctual performance of all other obligations of the Company to the Holders
or the Trustee under this Indenture, the Registration Rights Agreement or any
other agreement with or for the benefit of the Holders or the Trustee, all in
accordance with the terms hereof and thereof; and (b) in case of any extension
of time of payment or renewal of any Notes or any of such other obligations,
that same shall be promptly paid in full when due or performed in accordance
with the terms of the extension or renewal, whether at Stated Maturity, by
acceleration pursuant to Section 6.02, redemption or otherwise. Failing payment
when due of any amount so guaranteed or any performance so guaranteed for
whatever reason, the Guarantors shall be jointly and severally obligated to pay
the same immediately. Each Guarantor agrees that this is a guarantee of payment
and not a guarantee of collection.

          Each Guarantor hereby agrees that its obligations with regard to its
Guarantee shall be joint and several, unconditional, irrespective of the
validity or enforceability of the Notes or the obligations of the Company under
this Indenture, the absence of any action to enforce the same, the recovery of
any judgment against the Company or any other obligor with respect to this
Indenture, the Notes or the Obligations of the Company under this Indenture or
the Notes, any action to enforce the same or any other circumstances (other than
complete performance) which might otherwise constitute a legal or equitable
discharge or defense of a Guarantor. Each Guarantor further, to the extent
permitted by law, waives and relinquishes all claims, rights and remedies
accorded by applicable law to guarantors and agrees not to assert or take
advantage of any such claims, rights or remedies, including but not limited to:
(a) any right to require any of the Trustee, the Holders or the Company (each a
"BENEFITED PARTY"), as a condition of payment or performance by such Guarantor,
to (1) proceed against the Company, any other guarantor (including any other
Guarantor) of the Obligations under the Guarantees or any other Person, (2)
proceed against or exhaust any security held from the Company, any such other
guarantor or any other Person, (3) proceed against or have resort to any balance
of any deposit account or credit on the books of any Benefited Party in favor of
the Company or any other Person, or (4) pursue any other remedy in the power of
any Benefited Party whatsoever; (b) any defense arising by reason of the
incapacity, lack of authority or any disability or other defense of the Company
including any defense based on or arising out of the lack of validity or the
unenforceability of the Obligations under the Guarantees or any agreement or
instrument relating thereto or by reason of the cessation of the liability of
the Company from any cause other than payment in full of the Obligations under
the Guarantees; (c) any defense based upon any statute or rule of law which
provides that the obligation of a surety must be neither larger in amount nor in
other respects more burdensome than that of the principal; (d) any defense based
upon any Benefited Party's errors or omissions in the administration of the
Obligations under the Guarantees, except behavior which amounts to bad faith;
(e)(1) any principles or provisions of law, statutory or otherwise, which are or
might be in conflict with the terms of the Guarantees and any legal or equitable
discharge of such Guarantor's obligations hereunder, (2) the benefit of any
statute of limitations affecting such Guarantor's liability hereunder or the
enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims
and (4) promptness, diligence and any requirement that any Benefited Party
protect, secure, perfect or insure any security interest or lien or any property
subject thereto; (f) notices, demands, presentations, protests, notices of
protest, notices of dishonor and notices of any action or inaction, including
acceptance of the Guarantees, notices of Default under the Notes or any
agreement or instrument related thereto, notices of any renewal, extension or
modification of the Obligations under the Guarantees or any agreement related
thereto, and notices of any extension of credit to the Company and any right to
consent to any thereof; (g) to the extent permitted under applicable law, the
benefits of any "One Action" rule and (h) any defenses or benefits that may be
derived from or afforded by law which limit the liability of or exonerate
guarantors or sureties, or which may conflict with the terms of the Guarantees.
Except to the extent expressly provided herein, including Sections 8.02, 8.03
and 10.05, each Guarantor hereby covenants that its Guarantee shall not be
discharged except by complete performance of the obligations contained in its
Guarantee and this Indenture.

          If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

          Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Section 6.02
hereof for the purposes of this Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such

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acceleration in respect of the obligations guaranteed hereby and (y) in the
event of any declaration of acceleration of such obligations as provided in
Section 6.02 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this
Guarantee. The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Guarantee. The other Guarantors' shares of such
contribution payment will be computed based on the proportion that the net worth
of the relevant Guarantor represents relative to the aggregate net worth of all
of the Guarantors combined.

SECTION 10.02.    LIMITATION ON GUARANTOR LIABILITY.

     (a)  Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that each Guarantor's liability shall be
that amount from time to time equal to the aggregate liability of such Guarantor
under the guarantee, but shall be limited to the lesser of (a) the aggregate
amount of the Company's obligations under the Notes and this Indenture or (b)
the amount, if any, which would not have (1) rendered the Guarantor "insolvent"
(as such term is defined in Bankruptcy Law and in the Debtor and Creditor Law of
the State of New York) or (2) left it with unreasonably small capital at the
time its guarantee with respect to the Notes was entered into, after giving
effect to the incurrence of existing Debt immediately before such time;
PROVIDED, HOWEVER, it shall be a presumption in any lawsuit or proceeding in
which a Guarantor is a party that the amount guaranteed pursuant to the
guarantee with respect to the Notes is the amount described in clause (a) above
unless any creditor, or representative of creditors of the Guarantor, or debtor
in possession or Trustee in bankruptcy of the Guarantor, otherwise proves in a
lawsuit that the aggregate liability of the Guarantor is limited to the amount
described in clause (b).

     (b)  In making any determination as to the solvency or sufficiency of
capital of a Guarantor in accordance with this Section 10.02, the right of each
Guarantor to contribution from other Guarantors and any other rights such
Guarantor may have, contractual or otherwise, shall be taken into account.

SECTION 10.03.    EXECUTION AND DELIVERY OF GUARANTEE.

          To evidence its Guarantee set forth in Section 10.01, each Guarantor
hereby agrees that a notation of such Guarantee in substantially the form
included in Exhibit E attached hereto shall be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture shall be executed on behalf of such Guarantor by its President, Chief
Financial Officer, Treasurer or one of its Vice Presidents.

          Each Guarantor hereby agrees that its Guarantee set forth in Section
10.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.

          If an Officer whose signature is on this Indenture or on the Guarantee
no longer holds that office at the time the Trustee authenticates the Note on
which a Guarantee is endorsed, the Guarantee shall be valid nevertheless.

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in
this Indenture on behalf of the Guarantors.

          The Company hereby agrees that it shall cause each Person that becomes
obligated to provide a Guarantee pursuant to Section 4.19 to execute a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, pursuant to which such Person provides the guarantee set forth in this
Article 10 and otherwise assumes the obligations and accepts the rights of a
Guarantor under this Indenture, in each case with the same effect and to the
same extent as if such Person had been named herein as a Guarantor. The Company
also hereby agrees to cause each such new Guarantor to evidence its guarantee by
endorsing a notation of such guarantee on each Note as provided in this Section
10.03.

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SECTION 10.04.    GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

          Except as otherwise provided in Section 10.05, no Guarantor may
consolidate with or merge with or into (whether or not such Guarantor is the
Surviving Person) another Person whether or not affiliated with such Guarantor
unless:

     (a)  subject to Section 10.05, the Person formed by or surviving any such
consolidation or merger (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under this Indenture, the Guarantee and any Registration Rights
Agreements on the terms set forth herein or therein; and

     (b)  the Guarantor complies with the requirements of Article 5 hereof.

          In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Guarantees
so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Guarantees theretofore and thereafter issued in accordance with
the terms of this Indenture as though all of such Guarantees had been issued at
the date of the execution hereof.

          Except as set forth in Articles 4 and 5, and notwithstanding clauses
(a) and (b) above, nothing contained in this Indenture or in any of the Notes
shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

SECTION 10.05.    RELEASES FOLLOWING MERGER, CONSOLIDATION OR SALE OF ASSETS,
ETC..

          In the event of a sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all of the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) a Subsidiary of the Parent, then such Guarantor (in
the event of a sale or other disposition, by way of merger, consolidation or
otherwise, of all of the Capital Stock of such Guarantor) or the corporation
acquiring the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Guarantor) shall be released and
relieved of any obligations under its Guarantee; PROVIDED that the net proceeds
of such sale or other disposition shall be applied in accordance with the
applicable provisions of this Indenture, including without limitation Section
4.12. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary in
accordance with the provisions of Section 4.17, such Subsidiary shall be
released and relieved of any obligations under its Guarantee. Upon delivery by
the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel
to the effect that such sale or other disposition was made by the Company or
Parent in accordance with the provisions of this Indenture, including without
limitation Section 4.12, the Trustee shall execute any documents reasonably
required in order to evidence the release of any Guarantor from its obligations
under its Guarantee.

          Any Guarantor not released from its obligations under its Guarantee
shall remain liable for the full amount of principal of and interest on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 10.

                                   ARTICLE 11.

                           SATISFACTION AND DISCHARGE

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SECTION 11.01.    SATISFACTION AND DISCHARGE.

          This Indenture shall be discharged and shall cease to be of further
effect, except as to surviving rights of registration of transfer or exchange of
the Notes, as to all Notes issued hereunder, when:

     (a)  either:

         (i)  all Notes that have been previously authenticated and delivered
     (except lost, stolen or destroyed Notes that have been replaced or paid and
     Notes for whose payment money has previously been deposited in trust or
     segregated and held in trust by the Company and is thereafter repaid to the
     Company or discharged from the trust) have been delivered to the Trustee
     for cancellation; or

        (ii)  all Notes that have not been previously delivered to the Trustee
     for cancellation have become due and payable by their terms within one year
     or have been called for redemption, and the Company has irrevocably
     deposited or caused to be deposited with the Trustee as trust funds in
     trust solely for the benefit of the Holders, cash in U.S. dollars,
     non-callable U.S. Government Obligations, or a combination thereof, in such
     amounts as shall be sufficient without consideration of any reinvestment of
     interest, to pay and discharge the entire Debt on the Notes not previously
     delivered to the Trustee for cancellation or redemption for principal,
     premium, if any, and interest on the Notes to the date of deposit, in the
     case of Notes that have become due and payable, or to the Stated Maturity
     or redemption date, as the case may be.

     (b)  no Default or Event of Default shall have occurred and be continuing
on the date of such deposit or shall occur as a result of such deposit and such
deposit will not result in a breach or violation of, or constitute a default
under, any other material instrument to which the Company or any Guarantor is a
party or by which the Company or any Guarantor is bound;

     (c)  the Company has paid all other sums payable by the Company with
respect to the Notes under this Indenture; and

     (d)  the Company has delivered irrevocable instructions to the Trustee to
apply the deposited money toward the payment of the Notes at Stated Maturity or
on the redemption date.

     In addition, the Company shall have delivered to the Trustee an Officers'
Certificate and Opinion of Counsel stating that all conditions precedent
relating to the satisfaction and discharge of this Indenture have been
satisfied.

SECTION 11.02.    DEPOSITED CASH AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
                  TRUST; OTHER MISCELLANEOUS PROVISIONS.

          Subject to Section 11.03, all cash and non-callable U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 11.02, the
"Trustee") pursuant to Section 11.01 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest but
such cash and securities need not be segregated from other funds except to the
extent required by law.

SECTION 11.03.    REPAYMENT TO COMPANY.

          Any cash or non-callable U.S. Government Obligations deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium, if any, or interest on, any Note and
remaining unclaimed for two years after such principal, and premium, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) shall be discharged from such trust; and the
Holder shall thereafter, as an unsecured creditor, look only to the Company for
payment thereof,

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and all liability of the Trustee or such Paying Agent with respect to such cash
and securities, and all liability of the Company as trustee thereof, shall
thereupon cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in THE NEW YORK TIMES and THE WALL STREET
JOURNAL (national edition), notice that such cash and securities remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such notification or publication, any unclaimed balance
of such cash and securities then remaining shall be repaid to the Company.

                                   ARTICLE 12.

                                  SUBORDINATION

SECTION 12.01.    AGREEMENT TO SUBORDINATE

          The Company agrees, and each Holder by accepting a Note agrees, that
the payment of principal of, premium, if any, and interest on, and all other
amounts payable in respect of, the Notes and payment under any Guarantee is
subordinated in right of payment, to the extent and in the manner provided in
this Article 12 and subject to the provisions of Article 8 hereof, to the
payment when due in cash of all Senior Debt of the Company or the relevant
Guarantor, as the case may be, and that the subordination is for the benefit of
and enforceable by the holders of such Senior Debt. The Notes and Guarantees
shall in all respects rank pari passu with any future Senior Subordinated Debt
of the Company or the relevant Guarantor, as the case may be, and senior to all
existing and future Subordinated Debt of the Company or the relevant Guarantor,
as the case may be, and only Senior Debt shall rank senior to the Notes in
accordance with the provisions set forth herein. All provisions of this Article
12 shall be subject to Section 12.12. All references to "Senior Debt" in this
Article 12 are to Senior Debt of the Company or the relevant Guarantor, as the
case may be.

SECTION 12.02.    LIQUIDATION, DISSOLUTION, BANKRUPTCY

     (a)  Upon any payment or distribution of the assets of the Company or the
relevant Guarantor to creditors upon a liquidation, dissolution or winding up of
the Company or the relevant Guarantor or in a bankruptcy, reorganization,
receivership or similar proceeding relating to the Company or the relevant
Guarantor or its or their property or upon an assignment for the benefit of the
Company's or the relevant Guarantor's creditors or the marshaling of its or
their assets and liabilities, the holders of Senior Debt will be entitled to
receive payment in full in cash before the Holders of the Notes are entitled to
receive any payment of principal of, premium, if any, or interest, including on,
the Notes, except that Holders of Notes may receive and retain such payments
made in Permitted Junior Securities and payments from the trust described in
Article 8 hereof.

     (b)  Until the Senior Debt is paid in full in cash, any distribution to
which Holders of the Notes would be entitled but for this Article 12 will be
made to holders of the Senior Debt as their interests may appear (except that
Holders of Notes may receive and retain payments made in Permitted Junior
Securities and payments and other distributions made from the trust described in
Article 8 hereof; provided that (i) no Holder of the Notes shall have the right
to receive and retain any such Permitted Junior Securities if the existence of
such right would have the effect of causing the Notes to be treated in the same
class of claims as the Senior Debt of the Company or any class of claims which
is pari passu with such Senior Debt and (ii) holders of Senior Debt shall be
entitled to receive any cash payments made to any Holder of Notes on the account
of Permitted Junior Securities until all Obligations in respect of Senior Debt
have been paid in full in cash).

SECTION 12.03.    DEFAULT ON SENIOR DEBT

          The Company may not pay (except in Permitted Junior Securities or from
the trust described in Article 8 hereof) principal of, or premium, if any, or
interest on, the Notes, or make any deposit in respect of the Notes pursuant to
Section 8.04, and may not repurchase, redeem or otherwise retire any Notes
(collectively, "PAY THE NOTES") if (a) any principal, premium, interest or any
other amount payable in respect of any Senior Debt is not paid within any
applicable grace period (including at maturity) or (b) any other default on
Senior Debt occurs and the maturity of such Senior Debt is accelerated in
accordance with its terms unless, in either case, (1) the default has been cured
or waived and any such acceleration has been rescinded or (2) such Senior Debt
has been paid in full in

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cash; provided, however, that the Company may pay the Notes without regard to
the foregoing if the Company and the Trustee receive written notice approving
such payment from the Representative of the holders of such Senior Debt or, if
there is no Representative, from the holders of such Senior Debt.

          During the continuance of any default (other than a default described
in clause (a) or (b) of the preceding sentence) with respect to any Designated
Senior Debt pursuant to which the maturity thereof may be accelerated
immediately without further notice (except any notice required to effect the
acceleration) or the expiration of any applicable grace period, the Company may
not pay the Notes for a period (a "PAYMENT BLOCKAGE PERIOD") commencing upon the
receipt by the Company and the Trustee of written notice of such default from
the Representative of the holders of such Designated Senior Debt or, if there is
no Representative, from the holders of such Designated Senior Debt, specifying
an election to effect a Payment Blockage Period (a "PAYMENT BLOCKAGE NOTICE")
and ending 179 days thereafter (unless such Payment Blockage Period is earlier
terminated by written notice to the Trustee and the Company from the
Representative of the holders of such Designated Senior Debt or, if there is no
Representative, from the holders of such Designated Senior Debt that gave such
Payment Blockage Notice because (a) such default is no longer continuing or (b)
because such Designated Senior Debt has been repaid in full in cash). Not more
than one Payment Blockage Notice with respect to all issues of Designated Senior
Debt may be given in any consecutive 360-day period, irrespective of the number
of defaults with respect to one or more issues of Designated Senior Debt during
such period. No non-payment default that existed or was continuing on the date
of delivery of any Payment Blockage Notice to the Trustee shall be the basis for
a subsequent Payment Blockage Notice. Following the expiration of any Payment
Blockage Period, the Company shall (unless otherwise prohibited as described in
the first two sentences of this paragraph) resume making any and all required
payments in respect of the Notes, including, without limitation, any missed
payments, unless the maturity of any Designated Senior Debt has been
accelerated, and such acceleration remains in full force and effect.

          If any Payment Blockage Notice is delivered to the Trustee by or on
behalf of the holders of Designated Senior Debt (other than the holders of Debt
under the Senior Credit Facility), a Representative of holders of Debt under the
Senior Credit Facility may still give another Payment Blockage Notice within the
same period.

          The Company shall give prompt written notice to the Trustee of any
default in the payment of any Senior Debt or any acceleration under any Senior
Debt or under any agreement pursuant to which Senior Debt may have been issued.
Failure to give such notice shall not effect the subordination of the Notes to
the Senior Debt or the application of the other provisions provided in this
Article 12.

SECTION 12.04.    ACCELERATION OF PAYMENT OF SECURITIES.

          If payment of the Notes is accelerated when Designated Senior Debt is
outstanding, the Company may not pay the Notes until three Business Days after
the Representative of the holders of such Designated Senior Debt or, if there is
no Representative, the holders of such Designated Senior Debt receive notice of
such acceleration and, thereafter, may pay the Notes only if this Indenture
otherwise permits payment at that time.

SECTION 12.05.    WHEN DISTRIBUTION MUST BE PAID OVER.

          If a payment or distribution is made to Holders that because of this
Article 12 should not have been made to them, the Trustee or the Holders who
receive the distribution shall hold it in trust for holders of Senior Debt (pro
rata as to each of such holders of Senior Debt on the basis of the respective
amounts of Senior Debt paid to them) and pay it over to them or their
Representative as their interests may appear.

SECTION 12.06.    SUBROGATION

          After all Senior Debt is paid in full and until the Notes are paid in
full, Holders shall be subrogated (equally and ratably with all other Debt that
is pari passu with the Notes) to the rights of holders of Senior Debt to receive
distributions applicable to Senior Debt to the extent that distributions
otherwise payable to the Holders have been applied to the payment of Senior
Debt. A distribution made under this Article 12 to holders of Senior Debt that
otherwise would have been made to Holders is not, as between the Company and
Holders, a payment by the Company on such Senior Debt.

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SECTION 12.07.    RELATIVE RIGHTS

          This Article 12 defines the relative rights of Holders and holders of
Senior Debt. Nothing in this Indenture shall:

     (a)  impair, as between the Company and Holders, the obligation of the
Company, which is absolute and unconditional, to pay principal of, premium, if
any, and interest on, the Notes in accordance with their terms;

     (b)  affect the relative rights of Holders and creditors of the Company
other then their rights in relation to holders of Senior Debt; or

     (c)  prevent the Trustee or any Holder from exercising its available
remedies upon a Default or an Event of Default, subject to the rights of holders
of Senior Debt to receive distributions otherwise payable to Holders.

SECTION 12.08.    SUBORDINATION MAY NOT BE IMPAIRED BY COMPANY

          No right of any holder of Senior Debt to enforce the subordination of
the Debt evidenced by the Notes shall be impaired by any act or failure to act
by the Company or by its failure to comply with this Indenture.

SECTION 12.09.    RIGHTS OF TRUSTEE AND PAYING AGENT

          Notwithstanding Section 12.03, the Trustee or Paying Agent may
continue to make payments on the Notes and shall not be charged with knowledge
of the existence of facts that would prohibit the making of any such payments
unless, not less than two Business Days prior to the date of such payment, a
Responsible Officer receives notice satisfactory to it that payments may not be
made under this Article 12. The Company, the Registrar, the Paying Agent, a
Representative or a holder of Senior Debt may give the notice; PROVIDED,
HOWEVER, that, if an issue of Senior Debt has a Representative, only the
Representative may give the notice.

          The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. The Registrar
and the Paying Agent may do the same with like rights. The Trustee shall be
entitled to all the rights set forth in this Article 12 with respect to any
Senior Debt that may at any time be held by it, to the same extent as any other
holder of such Senior Debt; and nothing in Article 7 shall deprive the Trustee
of any of its rights as such holder. Nothing in this Article 12 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 7.07.

SECTION 12.10.    DISTRIBUTION OR NOTICE TO REPRESENTATIVE

          Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative (if any).

SECTION 12.11.    ARTICLE 12 NOT TO PREVENT EVENTS OF DEFAULT OR LIMIT RIGHT TO
ACCELERATE

          Nothing in this Article 12 shall prevent an Event of Default in
accordance with Article 6 or have any effect on the right of the Holders or the
Trustee to accelerate the maturity of the Notes or to exercise the rights and
remedies in Article 6.

SECTION 12.12.    TRUST MONEYS NOT SUBORDINATED

          Notwithstanding anything contained herein to the contrary, payments
from cash or the proceeds of non-callable U.S. Government Securities held in
trust under Article 8 by the Trustee for the payment of principal of and
interest on the Notes shall not be subordinated to the prior payment of any
Senior Debt or subject to the restrictions set forth in this Article 12, and
none of the Holders shall be obligated to pay over any such amount to the
Company or any holder of Senior Debt or any other creditor of the Company.

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SECTION 12.13.    TRUSTEE ENTITLED TO RELY

          Upon any payment or distribution pursuant to this Article 12, the
Trustee and the Holders shall be entitled to rely (a) upon any order or decree
of a court of competent jurisdiction in which any proceedings of the nature
referred to in Section 12.02 are pending, (b) upon a certificate of the
liquidating trustee or agent or other Person making such payment or distribution
to the Trustee or to the Holders or (c) upon a certificate of the Representative
of the holders of Senior Debt or, if there is no Representative, the holders of
Senior Debt for the purpose of ascertaining the Persons entitled to participate
in such payment or distribution, the holders of Senior Debt and other Debt of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
12. In the event that the Trustee determines, in good faith, that evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article 12, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Debt held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article 12, and, if such evidence is not furnished, the Trustee may
defer any payment to such Person pending judicial determination as to the right
of such Person to receive such payment. The provisions of Section 7.01 and 7.02
shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article 12.

SECTION 12.14.    TRUSTEE TO EFFECTUATE SUBORDINATION

          Each Holder by accepting a Note authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to acknowledge
or effectuate the subordination between the Holders and the holders of Senior
Debt as provided in this Article 12 and appoints the Trustee as attorney-in-fact
for any and all such purposes.

SECTION 12.15.    TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR DEBT

          The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt and shall not be liable to any such holders if it shall
mistakenly pay over or distribute to Holders or the Company or any other Person,
money or assets to which any holders of Senior Debt shall be entitled by virtue
of this Article 12 or otherwise, except if such mistake was the result of the
Trustee's gross negligence or willful misconduct.

SECTION 12.16.    RELIANCE BY HOLDERS OF SENIOR DEBT ON SUBORDINATION PROVISIONS

          Each Holder by accepting a Note acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Senior Debt, whether such Senior Debt
was created or acquired before or after the issuance of the Notes, to acquire
and continue to hold, or to continue to hold, such Senior Debt and such holder
of such Senior Debt shall be deemed conclusively to have relied on such
subordination provisions in acquiring and continuing to hold, or in continuing
to hold, such Senior Debt.

                                   ARTICLE 13.

                                  MISCELLANEOUS

SECTION 13.01.    TRUST INDENTURE ACT CONTROLS.

          If any provision of this Indenture limits, qualifies or conflicts with
another provision which is required to be included in this Indenture by the TIA,
the provision required by the TIA shall control.

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SECTION 13.02.    NOTICES.

          Any notice or communication by the Company or the Trustee to the other
is duly given if in writing and delivered in person or mailed by first class
mail (registered or certified, return receipt requested), facsimile transmission
or overnight air courier guaranteeing next-day delivery, to the other's address:

          If to the Company:

          Prestige Brands, Inc.
          90 North Broadway
          Irvington, New York 10533
          Attention: Peter Anderson
          Telecopier No.: (914) 524-6821

          With a copy to:

          Kirkland & Ellis LLP
          200 East Randolph Drive
          Chicago, Illinois 60601
          Attention: Dennis Myers, Esq.
          Telecopier No.: (312) 861-2200

          If to the Trustee:

          U.S. Bank National Association
          60 Livingston Avenue
          St. Paul, Minnesota 55107
          Attention: Frank Leslie
          Telecopier No.: (651) 495-8097

          The Company or the Trustee, by notice to the other, may designate
additional or different addresses for subsequent notices or communications.

          All notices and communications (other than those sent to the Trustee
or Holders) shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when receipt acknowledged, if sent by
facsimile transmission; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next-day delivery. All
notices and communications to the Trustee or Holders shall be deemed duly given
and effective only upon receipt.

          Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next-day delivery to its address shown on the Security
Register. Any notice or communication shall also be so mailed to any Person
described in TIA Section 313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Holder or any defect in it shall not affect
its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

          If the Company mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

                                       89
<Page>

SECTION 13.03.    COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

          Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

SECTION 13.04.    CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

          Upon any request or application by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee:

     (a)  an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been complied with; and

     (b)  an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been complied with.

SECTION 13.05.    STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

     (a)  a statement that the Person making such certificate or opinion has
read such covenant or condition;

     (b)  a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

     (c)  a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable such Person to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and

     (d)  a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been complied with.

With respect to matters of fact, an Opinion of Counsel may rely on an Officers'
Certificate, certificates of public officials or reports or opinions of experts.

SECTION 13.06.    RULES BY TRUSTEE AND AGENTS.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 13.07.    NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
STOCKHOLDERS.

          No past, present or future director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, shall have any
liability for any obligations of the Company or of the Guarantors under the
Notes, this Indenture, the Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver and release
may not be effective to waive or release liabilities under the federal
securities laws.

                                       90
<Page>

SECTION 13.08.    GOVERNING LAW.

          THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 13.09.    NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

          This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Parent, the Company or their respective Subsidiaries or
of any other Person. Any such indenture, loan or debt agreement may not be used
to interpret this Indenture.

SECTION 13.10.    SUCCESSORS.

          All covenants and agreements of the Company and the Guarantors in this
Indenture, the Notes and the Guarantees shall bind their respective successors.
All covenants and agreements of the Trustee in this Indenture shall bind its
successors.

SECTION 13.11.    SEVERABILITY.

          In case any provision in this Indenture, the Notes or the Guarantees
shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

SECTION 13.12.    COUNTERPART ORIGINALS.

          The parties may sign any number of copies of this Indenture. Each
signed copy shall be an original, but all of them together represent the same
agreement.

SECTION 13.13.    TABLE OF CONTENTS, HEADINGS, ETC.

          The Table of Contents, Cross-Reference Table and Headings in this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.

SECTION 13.14.    QUALIFICATION OF THIS INDENTURE.

          The Company shall qualify this Indenture under the TIA in accordance
with the terms and conditions of any Registration Rights Agreement and shall pay
all reasonable costs and expenses (including attorneys' fees and expenses for
the Company, the Trustee and the Holders) incurred in connection therewith,
including, but not limited to, costs and expenses of qualification of this
Indenture and the Notes and printing this Indenture and the Notes. The Trustee
shall be entitled to receive from the Company any such Officers' Certificates,
Opinions of Counsel or other documentation as it may reasonably request in
connection with any such qualification of this Indenture under the TIA.

                         [Signatures on following page]

                                       91
<Page>

                                   SIGNATURES

Dated as of April 6, 2004

                                        ISSUER:

                                        PRESTIGE BRANDS, INC.


                                        By:  /S/ PETER J. ANDERSON
                                           ----------------------------------
                                           Name: Peter J. Anderson
                                           Title: Secretary and Treasurer


                                        GUARANTORS:

                                        PRESTIGE BRANDS INTERNATIONAL, LLC
                                        PRESTIGE PRODUCTS HOLDINGS, INC.
                                        PRESTIGE HOUSEHOLD HOLDINGS, INC.
                                        PRESTIGE HOUSEHOLD BRANDS, INC.
                                        THE COMET PRODUCTS CORPORATION
                                        THE SPIC AND SPAN COMPANY
                                        PRESTIGE ACQUISITION HOLDINGS LLC
                                        MEDTECH HOLDINGS, INC.
                                        MEDTECH PRODUCTS, INC.
                                        PECOS PHARMACEUTICAL, INC.
                                        THE CUTEX COMPANY
                                        PRESTIGE PERSONAL CARE HOLDINGS, INC.
                                        PRESTIGE PERSONAL CARE, INC.
                                        THE DENOREX COMPANY
                                        BONITA BAY HOLDINGS, INC.
                                        PRESTIGE BRANDS HOLDINGS, INC.
                                        PRESTIGE BRANDS INTERNATIONAL, INC.
                                        PRESTIGE BRANDS FINANCIAL CORPORATION

                                        By:  /S/ PETER J. ANDERSON
                                           ----------------------------------
                                           Name: Peter J. Anderson
                                           Title: Secretary and Treasurer

                                    SIGNATURE PAGES TO THE SENIOR NOTE INDENTURE

<Page>

                                        TRUSTEE:


                                        U.S. BANK NATIONAL ASSOCIATION


                                        By: /S/ FRANK LESLIE
                                           ----------------------------------
                                           Name: Frank Leslie
                                           Title: Vice President

                                    SIGNATURE PAGES TO THE SENIOR NOTE INDENTURE

<Page>

                                                                      SCHEDULE I


                          NON-RECURRING AND OTHER ITEMS
                             (dollars in thousands)

<Table>
<S>                                                                  <C>
Purchase Accounting Impact of CLEAR EYES and MURINE Acquisition      $  2,957
Management Fees                                                         3,358
Gain on Sale of SPIC AND SPAN license in Italy                         (2,900)
Clear Eyes and Murine International Acquisitions                          900
Incremental CLEAR EYES and MURINE Transitional
     Services Agreement Costs                                             300
</Table>

<Page>

                                                                       EXHIBIT A

                                 (Face of Note)


                    9 1/4% SENIOR SUBORDINATED NOTES DUE 2012


                                                             CUSIP _____________
NO.____                                                          $______________

                              PRESTIGE BRANDS, INC.

promises to pay to CEDE & CO., INC. or registered assigns, the principal sum of
_________________ Dollars ($______________) on April 15, 2012.

Interest Payment Dates: April 15 and October 15.

Record Dates: April 1 and October 1.

Dated: ______________, 20[  ].

                                       A-1
<Page>

          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.


                                   PRESTIGE BRANDS, INC.


                                   By:
                                      --------------------------------
                                      Name:
                                      Title:


This is one of the [Global]
Notes referred to in the
within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:
   ---------------------------
   Authorized Signatory

Dated _____________, 20__

                                       A-2
<Page>

                                 (Back of Note)

                    9 1/4% SENIOR SUBORDINATED NOTES DUE 2012

[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE TERMS OF THE
INDENTURE]

[INSERT THE PRIVATE PLACEMENT LEGEND, IF APPLICABLE PURSUANT TO THE TERMS OF THE
INDENTURE]

[INSERT THE REGULATION S TEMPORARY GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO
THE TERMS OF THE INDENTURE]

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

     1.   INTEREST. Prestige Brands, Inc., a Delaware corporation (the
"COMPANY"), promises to pay interest on the principal amount of this Note at
9 1/4% per annum until maturity and shall pay Special Interest, if any, as
provided in the Registration Rights Agreement. The Company shall pay interest
semi-annually on April 15 and October 15 of each year, or if any such day is not
a Business Day, on the next succeeding Business Day (each an "INTEREST PAYMENT
DATE"). Interest on the Notes shall accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the date of
issuance; PROVIDED, HOWEVER, that if there is no existing Default in the payment
of interest, and if this Note is authenticated between a record date referred to
on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; PROVIDED, FURTHER, that
the first Interest Payment Date shall be October 15, 2004. The Company shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Special Interest, if any
(without regard to any applicable grace periods), from time to time at the same
rate to the extent lawful. Interest shall be computed on the basis of a 360-day
year of twelve 30-day months.

     2.   METHOD OF PAYMENT. The Company shall pay interest on the Notes (except
defaulted interest) to the Persons in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the April 1 or
October 1 next preceding the Interest Payment Date, even if such Notes are
cancelled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium, if any, and
interest and Special Interest, if any, at the office or agency of the Company
maintained for such purpose, or, at the option of the Company, payment of
interest may be made by check mailed to the Holders at their addresses set forth
in the Security Register; PROVIDED, HOWEVER, that payment by wire transfer of
immediately available funds shall be required with respect to principal of and
interest and Special Interest, if any, and premium, if any, on, all Global Notes
and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

     3.   PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association,
the Trustee under the Indenture, shall act as Paying Agent and Registrar. The
Company may change any Paying Agent or Registrar without notice to any Holder.
The Company or any of its Subsidiaries may act in any such capacity.

     4.   INDENTURE. The Company issued the Notes under an Indenture dated as of
April 6, 2004 ("INDENTURE") among the Company, the guarantors party thereto (the
"GUARANTORS") and the Trustee. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Notes are obligations of the
Company unlimited in aggregate principal amount.

     5.   OPTIONAL REDEMPTION.

          (a)   Except as set forth in clauses (b) and (c) of this paragraph 5,
the Notes will not be redeemable at the option of the Company prior to April 15,
2008. Starting on that date, the Company may redeem

                                       A-3
<Page>

all or any portion of the Notes, at once or over time, after giving the required
notice under the Indenture. The Notes may be redeemed at the redemption prices
(expressed as percentages of principal amount) set forth below, plus accrued and
unpaid interest and Special Interest, if any, to the applicable redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant Interest Payment Date), if redeemed during
the twelve-month period commencing on April 15 of the years indicated below:

<Table>
<Caption>
Year                                                                  Percentage
----                                                                  ----------
<S>                                                                     <C>
2008...............................................................     104.625%
2009...............................................................     102.313%
2010 and thereafter................................................     100.000%
</Table>

          (b)   At any time and from time to time prior to April 15, 2007, the
Company may redeem up to 40% of the original aggregate principal amount of the
Notes issued under the Indenture (including Additional Notes) at a redemption
price (expressed as a percentage of principal amount) equal to 109.250 % of the
principal amount thereof, plus accrued and unpaid interest and Special Interest,
if any, to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant Interest Payment
Date) with proceeds of one or more Equity Offerings; PROVIDED, HOWEVER, that
after giving effect to any such redemption, at least 60% of the original
aggregate principal amount of the Notes initially issued under the Indenture
(including Additional Notes, but excluding Notes held by the Company and its
Subsidiaries) remains outstanding immediately after giving effect to such
redemption. Any such redemption shall be made within 90 days after the
consummation of such Equity Offering.

     (c)  At any time prior to April 15, 2008, the Company may redeem all or any
portion of the Notes, at once or over time, after giving the required notice
under the Indenture at a redemption price equal to the greater of:

          (1) 100% of the principal amount of the Notes to be redeemed, and

          (2) the sum of the present values of (x) the redemption price of the
     Notes at April 15, 2008 (as set forth in the preceding paragraph) and (y)
     the remaining scheduled payments of interest from the redemption date
     through, April 15, 2008, but excluding accrued and unpaid interest through
     the redemption date, discounted to the redemption date (assuming a 360 day
     year consisting of twelve 30 day months), at the Treasury Rate plus 75
     basis points, plus, in either case, accrued and unpaid interest, including
     Special Interest, if any, to but excluding the redemption date (subject to
     the right of holders of record on the relevant record date to receive
     interest due on the relevant interest payment date).

          (d)   Any prepayment pursuant to this paragraph shall be made
pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

     6.   MANDATORY REDEMPTION. Except as set forth in Sections 4.12 and 4.18 of
the Indenture, the Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

     7.   REPURCHASE AT OPTION OF HOLDER.

     (a) Upon the occurrence of a Change of Control, each Holder shall have the
right to require the Company to repurchase all or any part (equal to $1,000 or
an integral multiple of $1,000) of such Holder's Notes (a "CHANGE OF CONTROL
OFFER") at a purchase price in cash equal to 101% of the aggregate principal
amount of the Notes repurchased, plus accrued and unpaid interest and Special
Interest, if any, on the Notes repurchased to the purchase date (subject to the
right of Holders of record on the relevant record date to receive interest to,
but excluding, the purchase date).

     (b) If the Parent, the Company or one of their respective Restricted
Subsidiaries consummates any Asset Sales, within 30 days of the date on which
the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall
commence an offer to all Holders of Notes and all Holders of other Debt that is
PARI PASSU with the Notes containing provisions similar to those set forth in
the Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets (a "PREPAYMENT OFFER") pursuant to Section 3.09 of the Indenture
to purchase

                                       A-4
<Page>

the maximum principal amount of Notes (including any Additional Notes) and other
PARI PASSU Debt that may be purchased out of the Excess Proceeds at an offer
price in cash equal to 100% of the principal amount thereof plus accrued and
unpaid interest and Special Interest, if any, to the date fixed for the closing
of such offer in accordance with the procedures set forth in the Indenture. To
the extent that the aggregate amount of Notes (including Additional Notes) and
other PARI PASSU Debt tendered pursuant to a Prepayment Offer is less than the
Excess Proceeds, the Company (or such Restricted Subsidiary) may use such
deficiency for any purpose not prohibited by the Indenture. If the aggregate
principal amount of Notes and other PARI PASSU Indebtedness surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a PRO RATA basis. Holders of Notes that are the
subject of an offer to purchase will receive a Prepayment Offer from the Company
prior to any related purchase date and may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" on the reverse
of the Notes.

     8.   NOTICE OF REDEMPTION. Notice of redemption shall be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions thereof
called for redemption.

     9.   DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.
[This Note shall represent the aggregate principal amount of outstanding Notes
from time to time endorsed hereon and the aggregate principal amount of Notes
represented hereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions.](1) The transfer of Notes may
be registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of
a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part. Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.

          [This Regulation S Temporary Global Note is exchangeable in whole or
in part for one or more Global Notes only (i) on or after the termination of the
Distribution Compliance Period and (ii) upon presentation of certificates
(accompanied by an Opinion of Counsel, if applicable) required by Article 2 of
the Indenture. Upon exchange of this Regulation S Temporary Global Note for one
or more Global Notes, the Trustee shall cancel this Regulation S Temporary
Global Note.](2)

     10.  PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

     11.  AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Company and the Trustee may amend or supplement the Indenture, the Notes or the
Guarantees with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes, including Additional Notes, if any, then
outstanding voting as a single class (including consents obtained in connection
with a purchase of or tender offer or exchange offer for the Notes), and,
subject to Sections 6.04 and 6.07 of the Indenture, may waive any existing
Default or Event of Default (except a continuing Default or Event of Default in
(i) the payment of principal, premium, if any, interest or Special Interest, if
any, on the Notes and (ii) in respect of a covenant which under the Indenture
cannot be modified or amended without the consent of the Holder of each Note
affected by such modification or amendment) or compliance with any provision of
the Indenture or the Notes. Without the consent of any Holder, the Company and
the Trustee may amend or supplement the Indenture, the Notes or the Guarantees:
to cure any ambiguity, omission, defect or inconsistency in any manner that is
not adverse in any material respect to any Holder of the Notes; to provide for
the assumption by a Surviving Person of the obligations of the Parent or the
Company under

----------
(1)  Include only if a global note.

(2)  To be used for Temporary Regulation S Global Note only.

                                       A-5
<Page>

the Indenture, the Notes and the Guarantees; to provide for uncertificated Notes
in addition to or in place of certificated Notes; to add additional Guarantees
or additional obligors with respect to the Notes, or release, terminate or
discharge Guarantors from Guarantees as permitted by the Indenture; to secure
the Notes; to add to the covenants of the Parent and the Company for the benefit
of the Holders of the Notes or to surrender any right or power conferred upon
the Parent or the Company; to make any change that does not adversely affect the
legal rights under the Indenture of any Holders of Notes; to make any change to
the subordination provisions of the Indenture that would limit or terminate the
benefits available to any holder of Senior Debt under such provisions; to comply
with any requirement of the Commission in connection with the qualification of
the Indenture under the TIA; to add a co-issuer of the Notes as contemplated by
Section 5.01(a)(i) of the Indenture; to provide for the issuance of Additional
Notes; and to conform the text of the Indenture or the Notes to any provision of
the "Description of the Notes" section of the offering memorandum, dated as of
March 30, 2004, relating to the sale of the Initial Notes, to the extent that
such provision was intended to be a verbatim recitation of a provision of this
Indenture or the Notes.

     12.  DEFAULTS AND REMEDIES. Each of the following is an Event of Default
under the Indenture: failure to make the payment of any interest on the Notes
when the same becomes due and payable, and such failure continues for a period
of 30 days; failure to make the payment of any principal of, or premium, if any,
on, any of the Notes when the same becomes due and payable at its Stated
Maturity, upon acceleration, redemption, optional redemption, required
repurchase or otherwise; failure to comply with Section 5.01 of the Indenture;
failure to comply with any other covenant or agreement in the Notes or in the
Indenture (other than a failure that is the subject of the foregoing clauses),
and such failure continues for 30 days after written notice is given to the
Company by the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Notes then outstanding specifying such default,
demanding that it be remedied and stating that such notice is a "Notice of
Default"; a default under any Debt by the Parent or any Restricted Subsidiary
that results in acceleration of the maturity of such Debt, or failure to pay any
such Debt at maturity, in an aggregate amount greater than $10.0 million or its
foreign currency equivalent at the time; any final judgment or judgments for the
payment of money in an aggregate amount in excess of $10.0 million (or its
foreign currency equivalent at the time) (net of any amounts that a reputable
and creditworthy insurance company shall have acknowledged liability for in
writing) that shall be rendered against the Parent or any Restricted Subsidiary
and that shall not be waived, satisfied or discharged for any period of 30
consecutive days during which a stay of enforcement shall not be in effect; any
Guarantee of the Parent or a Significant Restricted Subsidiary or a group of
Restricted Subsidiaries that, taken as a whole, would constitute a Significant
Restricted Subsidiary ceases to be in full force and effect (other than in
accordance with the terms of such Guarantee) or any Guarantor denies or
disaffirms its obligations under its Guarantee; and certain events of
bankruptcy, insolvency or reorganization affecting the Company or any of its
Significant Restricted Subsidiaries.

     If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable. Notwithstanding the foregoing, in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency described in the Indenture, all outstanding Notes shall become due
and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain
limitations, Holders of a majority in aggregate principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders notice of any continuing Default or Event
of Default (except a Default or Event of Default relating to the payment of
principal or interest or Special Interest) if it determines that withholding
notice is in their interest. The Holders of a majority in aggregate principal
amount of the Notes then outstanding by notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event of
Default in the payment of interest or Special Interest on, or the principal of,
the Notes. The Company is required to deliver to the Trustee annually a
statement regarding compliance with the Indenture, and the Company is required
upon becoming aware of any Default or Event of Default, to deliver to the
Trustee a statement specifying such Default or Event of Default.

     13.  TRUSTEE DEALINGS WITH COMPANY. Subject to certain limitations, the
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company or any Affiliate of the Company
with the same rights it would have if it were not Trustee.

     14.  NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator or stockholder of the Company or of any
Guarantor, as such, shall have any liability for any obligations of the

                                       A-6
<Page>

Company or any Guarantor under the Indenture, the Notes, the Guarantees or for
any claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability.

     15.  AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.

     16.  ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     17.  ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes that are Initial Notes shall have all the rights set forth in the
Registration Rights Agreement, dated as of April 6, 2004, among the Company, the
Guarantors and the parties named on the signature pages thereto or, in the case
of Additional Notes, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have the rights set forth in one or more registration
rights agreement, if any, among the Company and the other parties thereto,
relating to rights given by the Company to the purchasers of any Additional
Notes.

     18.  CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and has directed the Trustee to use
CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon.

          The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture. Requests may be made to:

          Prestige Brands, Inc.
          90 North Broadway
          Irvington, New York 10533
          Attention: Peter Anderson
          Telecopier No.: (914) 524-6821

     19.  GOVERNING LAW. The internal law of the State of New York shall govern
and be used to construe this Note without giving effect to applicable principals
of conflicts of law to the extent that the application of the laws of another
jurisdiction would be required thereby.

                                       A-7
<Page>

                       Option of Holder to Elect Purchase

If you want to elect to have this Note purchased by the Company pursuant to
Section 4.12 or 4.18 of the Indenture, check the box below:

/ /  Section 4.12

/ /  Section 4.18

If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.12 or Section 4.18 of the Indenture, state the amount you
elect to have purchased: $_____________________

Date:                            Your Signature:
     -----------------------                    --------------------------------
                                 (Sign exactly as your name appears on the Note)

                                 Tax Identification No.:

                                 -----------------------------------------------


                                 SIGNATURE GUARANTEE:


                                 -----------------------------------------------
                                 Signatures must be guaranteed by an "eligible
                                 guarantor institution" meeting the requirements
                                 of the Registrar, which requirements include
                                 membership or participation in the Security
                                 Transfer Agent Medallion Program ("STAMP") or
                                 such other "signature guarantee program" as may
                                 be determined by the Registrar in addition to,
                                 or in substitution for, STAMP, all in
                                 accordance with the Securities Exchange Act of
                                 1934, as amended.

                                       A-8
<Page>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below:


(I) or (we) assign and transfer this Note to


________________________________________________________________________________
            (Insert assignee's social security or other tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
as agent to transfer this Note on the books of the Company. The agent may
substitute another to act for him.
________________________________________________________________________________

Date:
     ---------------
                               Your Signature:
                                              ---------------------------------
                               (Sign exactly as your name appears on the face of
                               this Note)

                               Signature Guarantee:
                                                   -----------------------------

                                       A-9
<Page>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<Table>
<Caption>
                                                                Principal Amount
                        Amount of                              of this Global Note       Signature of
                       decrease in       Amount of increase      following such      authorized signatory
                    Principal Amount     in Principal Amount      decrease (or           of Trustee or
Date of Exchange   of this Global Note   of this Global Note        increase)           Note Custodian
----------------   -------------------   -------------------   -------------------   --------------------
<S>                <C>                   <C>                   <C>                   <C>

</Table>

<Page>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Prestige Brands, Inc.
90 North Broadway
Irvington, New York 10533
Attention: Peter Anderson
Telecopier No.: (914) 524-6821

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Frank Leslie
Telecopier No.: (651) 495-8097

     Re:    9 1/4% Senior Subordinated Notes Due 2012
            -----------------------------------------

          Reference is hereby made to the Indenture, dated as of April 6, 2004
(the "INDENTURE"), among Prestige Brands, Inc., as issuer (the "COMPANY"), the
Guarantors party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

          ___________________, (the "TRANSFEROR") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "TRANSFER"),
to ___________________________ (the "TRANSFEREE"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

          1. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "SECURITIES ACT"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

          2. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(a) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Distribution Compliance Period, the transfer is not being made
to a U.S. Person or for the account or benefit of a U.S. Person (other than an
Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on

                                       B-1
<Page>

Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note and/or the Definitive Note and in the Indenture and the Securities
Act.

          3. / / CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                 (a)    / / such Transfer is being effected pursuant to and in
     accordance with Rule 144 under the Securities Act;

                                       or

                 (b)    / / such Transfer is being effected to the Company or a
     subsidiary thereof;

                                       or

                 (c)    / / such Transfer is being effected pursuant to an
     effective registration statement under the Securities Act and in compliance
     with the prospectus delivery requirements of the Securities Act;

                                       or

                 (d)    / / such Transfer is being effected to an Institutional
     Accredited Investor and pursuant to an exemption from the registration
     requirements of the Securities Act other than Rule 144A, Rule 144 or Rule
     904, and the Transferor hereby further certifies that it has not engaged in
     any general solicitation within the meaning of Regulation D under the
     Securities Act and the Transfer complies with the transfer restrictions
     applicable to beneficial interests in a Restricted Global Note or
     Restricted Definitive Notes and the requirements of the exemption claimed,
     which certification is supported by (1) a certificate executed by the
     Transferee in the form of Exhibit D to the Indenture and (2) if such
     Transfer is in respect of a principal amount of Notes at the time of
     transfer of less than $250,000, an Opinion of Counsel provided by the
     Transferor or the Transferee (a copy of which the Transferor has attached
     to this certification), to the effect that such Transfer is in compliance
     with the Securities Act. Upon consummation of the proposed transfer in
     accordance with the terms of the Indenture, the transferred beneficial
     interest or Definitive Note will be subject to the restrictions on transfer
     enumerated in the Private Placement Legend printed on the IAI Global Note
     and/or the Definitive Notes and in the Indenture and the Securities Act.

          4. / / CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

          (a) / / CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

          (b) / / CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not

                                       B-2
<Page>

required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer
be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.

          (c) / / CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                      ------------------------------------------
                                             [Insert Name of Transferor]


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      Dated:
                                            -------------------

                                       B-3
<Page>

                       ANNEX A TO CERTIFICATE OF TRANSFER

          1.   The Transferor owns and proposes to transfer the following:

                              [CHECK ONE OF (a) OR (b)]

               (a)     / /  a beneficial interest in the:

               (i)     / /  144A Global Note (CUSIP _________), or

               (ii)    / /  Regulation S Global Note (CUSIP _________), or

               (iii)   / /  IAI Global Note (CUSIP _________); or

               (b)     / /  a Restricted Definitive Note.

          2.   After the Transfer the Transferee will hold:

                            [CHECK ONE OF (a), (b) OR (c)]

               (a)     / /  a beneficial interest in the:

               (i)     / /  144A Global Note (CUSIP _________), or

               (ii)    / /  Regulation S Global Note (CUSIP _________), or

               (iii)   / /  IAI Global Note (CUSIP _________); or

               (iv)    / /  Unrestricted Global Note (CUSIP _________); or

               (b)     / /  a Restricted Definitive Note; or

               (c)     / /  an Unrestricted Definitive Note,

               in accordance with the terms of the Indenture.

                                       B-4
<Page>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Prestige Brands, Inc.
90 North Broadway
Irvington, New York 10533
Attention: Peter Anderson
Telecopier No.: (914) 524-6821

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Frank Leslie
Telecopier No.: (651) 495-8097


     Re:    9 1/4% Senior Subordinated Notes Due 2012
            -----------------------------------------

          Reference is hereby made to the Indenture, dated as of April 6, 2004
(the "INDENTURE"), among Prestige Brands, Inc., as issuer (the "COMPANY"), the
Guarantors party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

          __________________________, (the "OWNER") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $____________ in such Note[s] or interests (the "EXCHANGE").
In connection with the Exchange, the Owner hereby certifies that:

          1.      EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

          (a) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the
Restricted Global Note and pursuant to and in accordance with the United States
Securities Act of 1933, as amended (the "SECURITIES ACT"), (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

          (b) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Note and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Note is
being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.

          (c) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

          (d) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the

                                       C-1
<Page>

Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

          2.      EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES

          (a) / / CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

          (b) / / CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CIRCLE ONE] 144A Global Note, Regulation S Global Note, IAI Global Note with an
equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Definitive Note and pursuant to and in accordance
with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the relevant Restricted Global Note and
in the Indenture and the Securities Act.

                                       C-2
<Page>

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                      ------------------------------------------
                                             [Insert Name of Transferor]

                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:

                                      Dated:
                                            -------------------

                                       C-3
<Page>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Prestige Brands, Inc.
90 North Broadway
Irvington, New York 10533
Attention: Peter Anderson
Telecopier No.: (914) 524-6821

U.S. Bank National Association
60 Livingston Avenue
St. Paul, Minnesota 55107
Attention: Frank Leslie
Telecopier No.: (651) 495- 8097

     Re:    9 1/4% Senior Subordinated Notes Due 2012
            -----------------------------------------

          Reference is hereby made to the Indenture, dated as of April 6, 2004
(the "INDENTURE"), among Prestige Brands, Inc., as issuer (the "COMPANY"), the
Guarantors party thereto and U.S. Bank National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

          In connection with our proposed purchase of $____________ aggregate
principal amount of:

          (a) / / a beneficial interest in a Global Note, or

          (b) / / a Definitive Note,

                  we confirm that:

          1.      We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "SECURITIES ACT").

          2.      We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of a principal amount of Notes, at the time of transfer
of less than $250,000, an Opinion of Counsel in form reasonably acceptable to
the Company to the effect that such transfer is in compliance with the
Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
Person purchasing the Definitive Note or beneficial interest in a Global Note
from us in a transaction meeting the requirements of clauses (A) through (E) of
this paragraph a notice advising such purchaser that resales thereof are
restricted as stated herein.

          3.      We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

          4.      We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment. We have had access to such

                                       D-1
<Page>

financial and other information and have been afforded the opportunity to ask
such questions of representatives of the Company and receive answers thereto, as
we deem necessary in connection with our decision to purchase the Notes.

          5.      We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion and are not acquiring the Notes with a view to any
distribution thereof in a transaction that would violate the Securities Act of
the securities laws of any state of the United States or any other applicable
jurisdiction.

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. This letter shall be governed by, and
construed in accordance with, the laws of the State of New York.

                                      ------------------------------------------
                                         [Insert Name of Accredited Investor]

                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:

Dated:
      --------------------

                                       D-2
<Page>

                                    EXHIBIT E

                          FORM OF NOTATION OF GUARANTEE

          For value received, each Guarantor (which term includes any successor
Person under the Indenture), jointly and severally, unconditionally guarantees,
to the extent set forth in the Indenture and subject to the provisions in the
Indenture, dated as of April 6, 2004 (the "INDENTURE"), among Prestige Brands,
Inc., as issuer (the "COMPANY"), the Guarantors listed on the signature pages
thereto and U.S. Bank National Association, as trustee (the "TRUSTEE"), (a) the
due and punctual payment of the principal of, premium, if any, and interest and
Special Interest, if any, on the Notes, whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal and premium, if any, and, to the extent permitted by law, interest and
Special Interest, if any, and the due and punctual performance of all other
obligations of the Company to the Holders or the Trustee all in accordance with
the terms of the Indenture and (b) in case of any extension of time of payment
or renewal of any Notes or any of such other obligations, that the same will be
promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at stated maturity, by acceleration or otherwise.
The obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article
10 of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantee. This Guarantee is subject to release as and to
the extent set forth in Sections 8.02, 8.03 and 10.05 of the Indenture. Each
Holder of a Note, by accepting the same agrees to and shall be bound by such
provisions. Capitalized terms used herein and not defined are used herein as so
defined in the Indenture.

                                    PRESTIGE BRANDS INTERNATIONAL, LLC
                                    PRESTIGE PRODUCTS HOLDINGS, INC.
                                    PRESTIGE HOUSEHOLD HOLDINGS, INC.
                                    PRESTIGE HOUSEHOLD BRANDS, INC.
                                    THE COMET PRODUCTS CORPORATION
                                    THE SPIC AND SPAN COMPANY
                                    PRESTIGE ACQUISITION HOLDINGS LLC
                                    MEDTECH HOLDINGS, INC.
                                    MEDTECH PRODUCTS, INC.
                                    PECOS PHARMACEUTICAL, INC.
                                    THE CUTEX COMPANY
                                    PRESTIGE PERSONAL CARE HOLDINGS, INC.
                                    PRESTIGE PERSONAL CARE, INC.
                                    THE DENOREX COMPANY
                                    BONITA BAY HOLDINGS, INC.
                                    PRESTIGE BRANDS HOLDINGS, INC.
                                    PRESTIGE BRANDS INTERNATIONAL, INC.
                                    PRESTIGE BRANDS FINANCIAL CORPORATION

                                    By:
                                       ----------------------------------------
                                       Name:
                                       Title: